American Beacon Balanced Fund (AABPX) N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSRS

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-4984

AMERICAN BEACON FUNDS

(Exact name of registrant as specified in charter)

4151 Amon Carter Boulevard, MD 2450

Fort Worth, Texas 76155

(Address of principal executive offices)-(Zip code)

GENE L. NEEDLES, JR., PRESIDENT

4151 Amon Carter Boulevard, MD 2450

Fort Worth, Texas 76155

(Name and address of agent for service)

Registrant’s telephone number, including area code: (817) 391-6100

Date of fiscal year end: October 31, 2014

Date of reporting period: April 30, 2014

ITEM 1. REPORTS TO STOCKHOLDERS.

About American Beacon Advisors

Since 1986, American Beacon Advisors has offered a variety of products and investment advisory services to numerous institutional and retail clients, including a variety of mutual funds, corporate cash management, and separate account management.

Our clients include defined benefit plans, defined contribution plans, foundations, endowments, corporations, financial planners, and other institutional investors. With American Beacon Advisors, you can put the experience of a multi-billion dollar asset management firm to work for your company.

Contents

President’s Message	1
Performance Overview	2
Schedule of Investments	5
Financial Statements	9
Notes to the Financial Statements	13
Financial Highlights	26
Additional Information	Back Cover

The Fund may invest in futures contracts, which are a type of derivative investment. Investing in derivatives could result in losing more than the amount invested. Investing in foreign securities entails additional risk not associated with domestic securities, such as currency fluctuations, economic and political instability and differences in accounting standards. The intrinsic value of stocks selected for the Fund may never be realized by the market, and the prices of value stocks may go down. While investing in value stocks may limit downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk. There can be no assurances that the investment objectives of this Fund will be met. Please see the prospectus for a complete discussion of the Fund’s risks.

Any opinions herein, including forecasts, reflect our judgment as of the end of the reporting period and are subject to change. Each advisor’s strategies and the Fund’s portfolio composition will change depending on economic and market conditions. This report is not a complete analysis of market conditions and therefore, should not be relied upon as investment advice. Although economic and market information has been compiled from reliable sources, American Beacon Advisors, Inc. makes no representation as to the completeness or accuracy of the statements contained herein.

American Beacon Funds April 30, 2014

Dear Shareholders, After a remarkably strong 2013, the large-cap market paused to catch its breath in the early part of this year. The S&P 500 Index closed last year up more than 32%, but the new year brought some headwinds to the market, including a harsh winter that slowed parts of the U.S. economy. The Commerce Department’s second estimate of gross domestic product growth, released at the end of May, showed that the economy contracted by an annual rate of 1% in the first quarter. There was also a change in leadership for the broader market. The Consumer Discretionary sector went from being the top-performing sector in the S&P 500 for 2013, returning more than 43% over the course of the year, to being one of only two S&P sectors with a negative return during the first quarter of 2014.

Utilities, which had been the second-worst performer among the S&P’s 10 sectors in 2013, bounced back to be the top-returning sector in the first quarter of 2014. American Beacon’s funds are meant to hold up over the longer haul and to give investors the peace of mind that comes with prudent, long-term decision making. Our flagship American Beacon Large Cap Value Fund, sub-advised by four highly regarded, complementary asset managers, helps to fill that mandate. For the six months ended April 30, 2014, the American Beacon Large Cap Value Fund (Investor Class) returned 9.50%. Thank you for your continued investment in the American Beacon Funds. For additional information about the Funds or to access your account information, please visit our website at www.americanbeaconfunds.com.

Best Regards,

Gene L. Needles, Jr.

President

American Beacon Funds

1

American Beacon Large Cap Value Fund^SM

Performance Overview

April 30, 2014 (Unaudited)

The Investor Class of the Large Cap Value Fund (the “Fund”) returned 9.50% for the six months ended April 30, 2014, trailing the Russell 1000^® Value Index (the “Index”) return of 9.61%.

Total Returns for the Period ended 4/30/14
	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,8)		9.66	%		22.10	%		19.72	%		8.56	%
Y Class (1,2,8)		9.64	%		22.04	%		19.62	%		8.52	%
Investor Class (1,8)		9.50	%		21.71	%		19.28	%		8.23	%
Advisor Class (1,3,8)		9.43	%		21.54	%		19.12	%		8.05	%
Retirement Class (1,4,8)		9.28	%		21.22	%		18.76	%		7.88	%
A Class with sales charge (1,5,8)		3.09	%		14.49	%		17.74	%		7.52	%
A Class without sales charge (1,5,8)		9.38	%		21.47	%		19.14	%		8.16	%
C Class with sales charge (1,6,8)		8.03	%		19.57	%		18.47	%		7.86	%
C Class without sales charge (1,6,8)		9.03	%		20.57	%		18.47	%		7.86	%
AMR Class (1,8)		9.83	%		22.43	%		20.01	%		8.84	%
Russell 1000 Value Index (7)		9.61	%		20.90	%		19.52	%		10.06	%

* Not annualized

1. Please note the recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please call 1-800-967-9009 or visit www.americanbeaconfunds.com. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.

2. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/04 up to 8/3/09, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/04.

3. Fund performance for the ten-year period represents the returns achieved by the Investor Class from 4/30/04 up to 5/31/05, the inception date of the Advisor Class, and the returns of the Advisor Class since its inception. Expenses of the Advisor Class are higher than those of the Investor Class. Therefore, total returns shown may be higher than they would

have been had the Advisor Class been in existence since 4/30/04. A portion of the fees charged to the Advisor Class of the Fund was waived in 2005 and 2009. Performance prior to waiving fees was lower than the actual returns shown in these periods.

4. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/04 through 5/31/05 and the Advisor Class from 6/1/05 up to 5/1/09, the inception date of the Retirement Class, and the returns of the Retirement Class since its inception. Expenses of the Retirement Class are higher than those of the Advisor and Investor Classes. As a result, total returns shown may be higher than they would have been had the Retirement Class been in existence since 4/30/04.

5. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/04 through 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/04. A Class shares have a maximum sales charge of 5.75%.

6. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/04 through 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/04. A portion of the fees charged to the C Class of the Fund was waived from 2010 through 2012 and partially recouped in 2013. Performance prior to waiving fees was lower than the actual returns shown from 2010 through 2012. C Class has a maximum contingent deferred sales charge of 1.00% for shares redeemed within one year of the date of purchase.

7. The Russell 1000 Value Index is an unmanaged index of those stocks in the Russell 1000 Index with lower price-to-book ratios and lower forecasted growth values. Russell 1000 Value Index and Russell 1000 Index are registered trademarks of the Frank Russell Company. One cannot directly invest in an index.

8. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, Retirement, A, C, and AMR Class shares was 0.59%, 0.67%, 0.94%, 1.08%, 1.34%, 1.09%, 1.85%, and 0.33% respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

Prior to the deduction of expenses, the Fund outperformed the Index through stock selection, as sector allocation slightly detracted value relative to the benchmark. Holdings in the Information Technology and Financials sectors

2

Performance Overview

American Beacon Large Cap Value Fund^SM

April 30, 2014 (Unaudited)

contributed most to the Fund’s excess performance. In the Information Technology sector, Oracle (up 25.5%), Microsoft (up 16.1%) and Hewlett Packard (up 38.3%) were the largest contributors. Bank of America (up 8.7%) and Charles Schwab (up 18.8%) added the most relative value in the Financials sector. The Fund’s underweight position in Goldman Sachs, which only returned .01% in the Index, also positively impacted performance. Poor stock selection in the Energy sector detracted from the Fund’s returns. A significant underweight in Exxon Mobil, which returned 15.8%, negatively impacted performance in the Energy sector. The Fund’s position in Cobalt International Energy (down 19.3%) also detracted from performance.

An overweight in the Consumer Discretionary sector, one of the poorer performing sectors in the Index, detracted more than 15 basis points (0.15%) relative to the benchmark through sector allocation. A significant underweight position in Utilities, the second best performing sector in the Index, also hurt performance. The aforementioned poor performance was somewhat offset by overweight positions in the Health Care and Information Technology sectors which contributed to the Fund’s returns.

The sub-advisors continue to invest in a broadly diversified portfolio of companies that they believe have attractive valuations and above-average earnings growth potential. This approach should allow the Fund to benefit over the longer term.

Top Ten Holdings (% Net Assets)
JPMorgan Chase & Co.		3.8
Wells Fargo & Co.		2.8
Citigroup		2.6
Microsoft Corp.		2.2
Pfizer, Inc.		2.0
BP PLC Sponsored ADR		1.9
Bank of America Corp.		1.9
Target Corp.		1.9
Oracle Corp.		1.9
Johnson & Johnson		1.8
Total Fund Holdings	184

Sector Allocation (% Equities)
Financials	25.5
Health Care	13.1
Information Technology	12.5
Energy	12.3
Consumer Discretionary	11.1
Industrials	9.1
Consumer Staples	6.8
Telecommunication Services	4.7
Utilities	3.6
Materials	1.2
Manufacturing	0.1

3

American Beacon Large Cap Value Fund^SM

Fund Expenses

April 30, 2014 (Unaudited)

Fund Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and (2) ongoing costs, including management fees, administrative service fees, distribution (12b-1) fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2013 through April 30, 2014.

Actual Expenses

The “Actual” lines of the table provide information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. Shareholders of the Investor and Institutional Classes that invest in the Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

Hypothetical Example for Comparison Purposes

The “Hypothetical” lines of the table provide information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in the Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

Shareholders of the Investor and Institutional Classes that invest in the Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by the Fund, such as sales charges (loads). Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the “Hypothetical” lines of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

	Beginning Account Value 11/1/13		Ending Account Value 4/30/14		Expenses Paid During Period* 11/1/13 - 4/30/14
Institutional Class
Actual	$	1,000.00	$	1,096.63	$	3.02
Hypothetical **	$	1,000.00	$	1,021.92	$	2.91
Y Class
Actual	$	1,000.00	$	1,096.43	$	3.48
Hypothetical **	$	1,000.00	$	1,021.47	$	3.36
Investor Class
Actual	$	1,000.00	$	1,094.99	$	4.83
Hypothetical **	$	1,000.00	$	1,020.18	$	4.66
Advisor Class
Actual	$	1,000.00	$	1,094.27	$	5.56
Hypothetical **	$	1,000.00	$	1,019.49	$	5.36
Retirement Class
Actual	$	1,000.00	$	1,092.76	$	6.85
Hypothetical **	$	1,000.00	$	1,018.25	$	6.61
A Class
Actual	$	1,000.00	$	1,093.85	$	5.61
Hypothetical **	$	1,000.00	$	1,019.44	$	5.41
AMR Class
Actual	$	1,000.00	$	1,098.33	$	1.66
Hypothetical **	$	1,000.00	$	1,023.21	$	1.61
C Class
Actual	$	1,000.00	$	1,090.28	$	9.48
Hypothetical **	$	1,000.00	$	1,015.72	$	9.15

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.58%, 0.67%, 0.93%, 1.07%, 1.32%, 1.08%, 1.83% and 0.32% for the Institutional, Y, Investor, Advisor, Retirement, A, C and AMR Classes, respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

4

American Beacon Large Cap Value Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares	Fair Value
		(000’s)
COMMON STOCK - 96.68%
CONSUMER DISCRETIONARY - 10.76%
Auto Components - 0.75%
Delphi Automotive PLCA	116,030	$	7,755
Johnson Controls, Inc.	1,709,705		77,177
			84,932
Automobiles - 3.60%
Ford Motor Co.	4,656,700		75,206
General Motors Co.	4,892,051		168,678
Hertz Global Holdings, Inc.B	1,307,100		37,213
Honda Motor Co. Ltd. Sponsored ADRC	737,400		24,555
Toyota Motor Corp. Sponsored ADRC	956,500		103,704
			409,356
Hotels, Restaurants & Leisure - 0.61%
Carnival Corp.	800,200		31,456
McDonald’s Corp.	380,063		38,531
			69,987
Household Durables - 0.37%
Stanley Black & Decker, Inc.	489,444		42,038
Leisure Equipment & Products - 0.08%
Hasbro, Inc.	100,397		5,548
Mattel, Inc.	89,900		3,525
			9,073
Media - 2.67%
Comcast Corp., Special Class A	1,134,280		57,882
DIRECTVB	544,700		42,269
Interpublic Group of Cos., Inc.	2,356,800		41,055
McGraw-Hill Cos., Inc.	59,570		4,404
Omnicom Group, Inc.	183,647		12,429
Time Warner Cable, Inc.	329,900		46,668
Time Warner, Inc.	374,980		24,921
Tribune Co.B	636,600		49,496
Viacom, Inc., Class B	110,850		9,420
Walt Disney Co.	195,675		15,525
			304,069
Multiline Retail - 2.37%
Dillard’s, Inc., Class A	379,500		37,164
Kohl’s Corp.	49,842		2,731
Nordstrom, Inc.	276,600		16,950
Target Corp.	3,461,226		213,731
			270,576
Specialty Retail - 0.31%
Advance Auto Parts, Inc.	52,406		6,356
Bed Bath & Beyond, Inc.B	42,970		2,670
Lowe’s Cos., Inc.	478,800		21,982
Staples, Inc.	374,467		4,681
			35,689
Total Consumer Discretionary			1,225,720
CONSUMER STAPLES - 6.57%
Beverages - 1.11%
Coca-Cola Enterprises, Inc.	48,810		2,218
Diageo PLC, Sponsored ADRA C	691,136		84,859
Dr Pepper Snapple Group, Inc.	104,140		5,771
Molson Coors Brewing Co., Class B	296,000		17,751
PepsiCo, Inc.	184,800		15,872
			126,471

	Shares	Fair Value
		(000’s)
Food & Drug Retailing - 1.62%
CVS Caremark Corp.	277,333	$	20,168
Sysco Corp.	547,396		19,942
Wal-Mart Stores, Inc.	1,808,960		144,191
			184,301
Food Products - 0.97%
Danone S.A., Sponsored ADRC	629,270		9,338
General Mills, Inc.	335,735		17,801
Kellogg Co.	442,959		29,603
Mondelez International, Inc., Class A	939,700		33,500
Nestle S.A., Sponsored ADRC	268,542		20,726
			110,968
Household Products - 0.05%
Procter & Gamble Co.	73,449		6,063
Tobacco - 2.82%
Altria Group, Inc.	1,422,552		57,059
Imperial Tobacco Group PLC, ADRA C	941,100		82,055
Lorillard, Inc.	265,480		15,775
Philip Morris International, Inc.	1,938,361		165,594
			320,483
Total Consumer Staples			748,286
ENERGY - 11.95%
Energy Equipment & Services - 1.29%
Cobalt International Energy, Inc.B	4,112,800		74,031
Halliburton Co.	1,165,200		73,489
			147,520
Oil & Gas - 10.66%
Apache Corp.	895,091		77,694
BP PLC, Sponsored ADRA C	4,370,493		221,234
Canadian Natural Resources Ltd.	1,271,800		51,851
Chevron Corp.	593,922		74,549
ConocoPhillips	1,207,340		89,717
EOG Resources, Inc.	46,897		4,596
Exxon Mobil Corp.	264,136		27,050
Hess Corp.	859,800		76,660
Kosmos Energy Ltd.B	837,000		9,140
Marathon Oil Corp.	1,346,100		48,662
Marathon Petroleum Corp.	453,150		42,120
Murphy Oil Corp.	541,300		34,335
Occidental Petroleum Corp.	1,613,368		154,480
Phillips 66	1,067,720		88,856
Royal Dutch Shell PLC, Class A, ADRA C	1,696,120		133,552
Seadrill Ltd.	1,018,200		35,861
Total S.A., Sponsored ADRC	605,600		43,143
			1,213,500
Total Energy			1,361,020
FINANCIALS - 24.55%
Banks - 2.30%
Bank of New York Mellon Corp.	1,510,147		51,149
PNC Financial Services Group, Inc.	1,351,404		113,571
SunTrust Banks, Inc.	2,237,900		85,622
U.S. Bancorp	280,960		11,458
			261,800
Diversified Financials - 15.19%
American Express Co.	1,031,700		90,202
Bank of America Corp.	14,457,190		218,881
BlackRock, Inc., Class A	33,448		10,068

See accompanying notes

5

American Beacon Large Cap Value Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares	Fair Value
		(000’s)
Blackstone Group, LPD	1,474,600	$	43,545
Capital One Financial Corp.	1,788,600		132,178
Citigroup, Inc.	6,288,306		301,272
Franklin Resources, Inc.	276,019		14,450
Goldman Sachs Group, Inc.	194,522		31,089
JPMorgan Chase & Co.	7,758,574		434,324
KKR & Co., LPD	1,815,500		41,230
Moody’s Corp.	42,110		3,306
Morgan Stanley	817,800		25,295
Nasdaq OMX Group	172,459		6,364
SLM Corp.	1,978,600		50,949
State Street Corp.	148,614		9,595
Wells Fargo & Co.	6,428,731		319,121
			1,731,869
Insurance - 6.57%
ACE Ltd.	432,126		44,215
Allstate Corp.	1,198,800		68,272
American International Group, Inc.	2,672,900		142,011
Aon PLCA	126,416		10,730
Berkshire Hathaway, Inc., Class BB	895,675		115,408
Chubb Corp.	91,660		8,440
Hartford Financial Services Group, Inc.	1,335,750		47,913
Lincoln National Corp.	698,900		33,904
MetLife, Inc.	2,964,291		155,181
Prudential Financial, Inc.	138,548		11,178
Travelers Cos., Inc.	216,419		19,603
Unum Group	1,536,600		51,046
XL Group PLCA	1,285,300		40,294
			748,195
Real Estate - 0.49%
Hatteras Financial Corp.E	936,900		18,335
Two Harbors Investment Corp.E	3,640,959		37,793
			56,128
Total Financials			2,797,992
HEALTH CARE - 12.72%
Health Care Equipment & Supplies - 1.81%
Covidien PLCA	358,650		25,554
Medtronic, Inc.	2,475,359		145,600
St. Jude Medical, Inc.	127,986		8,123
Thermo Fisher Scientific, Inc.	91,710		10,455
Zimmer Holdings, Inc.	171,000		16,553
			206,285
Health Care Providers & Services - 3.45%
Aetna, Inc.	240,300		17,169
Express Scripts Holding Co.B	585,620		38,991
Humana, Inc.	383,200		42,056
Quest Diagnostics, Inc.	374,152		20,926
UnitedHealth Group, Inc.	1,075,200		80,683
WellPoint, Inc.	1,919,800		193,286
			393,111
Pharmaceuticals - 7.46%
Abbott Laboratories	329,589		12,768
Johnson & Johnson	1,976,651		200,215
Merck & Co., Inc.	2,579,816		151,074
Novartis AG, ADRC	835,000		72,595
Pfizer, Inc.	7,117,377		222,633
Roche Holding AG, Sponsored ADRC	95,342		3,494
Sanofi, ADRC	3,480,100		187,229

	Shares	Fair Value
		(000’s)
Zoetis, Inc.	9,910	$	300
			850,308
Total Health Care			1,449,704
INDUSTRIALS - 8.81%
Aerospace & Defense - 2.63%
Boeing Co.	335,800		43,325
General Dynamics Corp.	772,500		84,549
Lockheed Martin Corp.	265,386		43,560
Northrop Grumman Corp.	223,157		27,116
Raytheon Co.	814,800		77,797
United Technologies Corp.	199,295		23,583
			299,930
Air Freight & Couriers - 0.30%
FedEx Corp.	121,100		16,500
United Parcel Service, Inc., Class B	178,180		17,551
			34,051
Diversified Manufacturing - 0.09%
Eaton Corp., PLCA	134,974		9,805
Electrical Equipment - 0.78%
Emerson Electric Co.	1,308,800		89,234
Industrial Conglomerates - 2.06%
3M Co.	165,388		23,004
General Electric Co.	3,695,600		99,375
Honeywell International, Inc.	1,095,368		101,759
Tyco International Ltd.	267,890		10,957
			235,095
Machinery - 2.89%
Caterpillar, Inc.	377,000		39,736
CNH Industrial N.V.	735,500		8,524
Cummins, Inc.	531,400		80,161
Danaher Corp.	192,557		14,130
Illinois Tool Works, Inc.	58,610		4,995
Joy Global, Inc.	873,300		52,729
PACCAR, Inc.	520,000		33,270
Pentair Ltd.	43,008		3,195
Reliance Steel & Aluminum Co.	687,200		48,668
Xylem, Inc.	1,137,421		42,756
			328,164
Road & Rail - 0.06%
Canadian National Railway Co.	123,726		7,247
Total Industrials			1,003,526
INFORMATION TECHNOLOGY - 12.13%
Communications Equipment - 1.87%
Cisco Systems, Inc.	4,580,200		105,848
Corning, Inc.	5,149,600		107,679
			213,527
Computers & Peripherals - 3.12%
Apple, Inc.	114,630		67,642
Hewlett-Packard Co.	2,937,400		97,111
International Business Machines Corp.	341,905		67,174
Seagate Technology PLCA	1,430,325		75,206
Western Digital Corp.	542,600		47,819
			354,952
Electronic Equipment & Instruments - 0.14%
TE Connectivity Ltd.	278,200		16,408

See accompanying notes

6

American Beacon Large Cap Value Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares	Fair Value
		(000’s)
IT Consulting & Services - 0.34%
Accenture PLC, Class AA	307,408	$	24,660
Fidelity National Information Services, Inc.	86,050		4,598
Fiserv, Inc.B	107,510		6,534
Western Union Co.	189,904		3,014
			38,806
Semiconductor Equipment & Products - 1.61%
Applied Materials, Inc.	2,783,900		53,061
Intel Corp.	4,232,577		112,967
Texas Instruments, Inc.	373,000		16,953
			182,981
Software - 5.05%
Activision Blizzard, Inc.	3,880,100		77,641
Check Point Software Technologies Ltd.B	578,300		37,046
Microsoft Corp.	6,134,400		247,830
Oracle Corp.	5,199,144		212,541
			575,058
Total Information Technology			1,381,732
MATERIALS - 1.14%
Chemicals - 1.10%
Dow Chemical Co.	1,261,500		62,949
EI du Pont de Nemours & Co.	692,500		46,619
PPG Industries, Inc.	77,878		15,079
Valspar Corp.	14,480		1,058
			125,705
Containers & Packaging - 0.04%
Crown Holdings, Inc.B	94,580		4,461
Total Materials			130,166
TELECOMMUNICATION SERVICES - 4.58%
Diversified Telecommunication Services - 2.85%
AT&T, Inc.	3,708,212		132,383
Verizon Communications, Inc.	4,125,873		192,802
			325,185
Wireless Telecommunication Services - 1.73%
China Mobile Ltd., Sponsored ADRC	2,095,300		99,380
Vodafone Group PLC, Sponsored ADRA C	2,567,668		97,469
			196,849
Total Telecommunication Services			522,034
UTILITIES - 3.47%
CenterPoint Energy, Inc.	2,704,700		66,968
Duke Energy Corp.	52,890		3,940
Edison International	391,800		22,160
Entergy Corp..	921,000		66,773
Exelon Corp.	1,229,300		43,062
NRG Energy, Inc.	1,522,100		49,803
Public Service Enterprise Group, Inc.	3,474,500		142,351
Total Utilities			395,057
Total Common Stock (Cost $8,392,675)			11,015,237
PREFERRED STOCK - 0.14%
FINANCIALS - 0.13%
Insurance - 0.05%
Allstate Corp., 1.00%, Due 1/15/2053	213,577		5,365

	Shares	Fair Value
		(000’s)
Real Estate - 0.08%
Public Storage, Inc., 5.75%, Due 12/31/2049E	402,584	$	9,706
Total Financials			15,071
MANUFACTURING - 0.01%
United Technologies Corp., 7.50%, Due 8/1/2015	14,770		977
Total Preferred Stock (Cost $14,903)			16,048
SHORT-TERM INVESTMENTS- 4.59%
American Beacon U.S. Government Money Market Select Fund, Select Class F	30,000,000		30,000
JPMorgan U.S. Government Money Market Fund, Capital Class	493,091,960		493,092
Total Short-Term Investments (Cost $523,092)			523,092
TOTAL INVESTMENTS - 101.41% (Cost $8,930,670)			11,554,377
LIABILITIES, NET OF OTHER ASSETS - (1.41%)			(160,440	)
TOTAL NET ASSETS - 100.00%		$	11,393,937

Percentages are stated as a percent of net assets.

^A  PLC - Public Limited Company.

^B  Non-income producing security.

^C  ADR - American Depositary Receipt.

^D  Limited Partnership.

^E  REIT - Real Estate Investment Trust.

^F  The Fund is affiliated by having the same investment advisor.

See accompanying notes

7

American Beacon Large Cap Value Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

Futures Contracts Open on April 30, 2014 (000’s):
Description	Type	Number of Contracts	Expiration Date	Contract Value		Unrealized Appreciation (Depreciation)
S&P 500 Mini E Index June Futures	Long	4,079	June, 2014	$	382,998	$	2,805
				$	382,998	$	2,805

See accompanying notes

8

American Beacon Large Cap Value Fund

Statement of Assets and Liabilities

April 30, 2014 (Unaudited) (in thousands, except share and per share amounts)

Assets:
Investments in unaffiliated securities, at fair valueA	$	11,524,377
Investments in affiliated securities, at fair valueB		30,000
Deposit with brokers for futures contracts		16,746
Receivable for investments sold		33,396
Receivable for fund shares sold		8,461
Dividends and interest receivable		10,969
Receivable for tax reclaims		528
Receivable for variation margin from open futures contracts		1,199
Prepaid expenses		120
Total assets		11,625,796
Liabilities:
Payable for investments purchased		47,064
Payable for fund shares redeemed		178,266
Management and investment advisory fees payable		2,307
Administrative service and service fees payable		3,450
Transfer agent fees payable		99
Custody and fund accounting fees payable		186
Professional fees payable		83
Prospectus and shareholder reports fees payable		218
Trustee fees payable		165
Registration fees payable		21
Total liabilities		231,859
Net assets	$	11,393,937
Analysis of Net Assets:
Paid-in-capital		8,686,880
Undistributed net investment income		116,102
Accumulated net realized (loss)		(35,556	)
Unrealized appreciation of investments		2,623,706
Unrealized appreciation of futures contracts		2,805
Net assets	$	11,393,937

See accompanying notes

9

American Beacon Large Cap Value Fund^SM

Statement of Assets and Liabilities

April 30, 2014 (Unaudited) (in thousands, except share and per share amounts)

Shares outstanding at no par value (unlimited shares authorized):
Institutional Class		201,197,042
Y Class		11,954,961
Investor Class		145,757,150
Advisor Class		4,418,241
Retirement Class		346,964
A Class		627,284
C Class		274,029
AMR Class		26,268,228
Net assets (not in thousands):
Institutional Class	$	5,994,002,635
Y Class	$	354,417,651
Investor Class	$	4,113,137,114
Advisor Class	$	123,652,735
Retirement Class	$	9,555,892
A Class	$	17,629,554
C Class	$	7,642,036
AMR Class	$	773,899,726
Net asset value, offering and redemption price per share:
Institutional Class	$	29.79
Y Class	$	29.65
Investor Class	$	28.22
Advisor Class	$	27.99
Retirement Class	$	27.54
A Class	$	28.10
A Class (offering price)	$	29.81
C Class	$	27.89
AMR Class	$	29.46
A Cost of investments in unaffiliated securities	$	8,900,670
B Cost of investments in affiliated securities	$	30,000

See accompanying notes

10

American Beacon Large Cap Value Fund^SM

Statement of Operations

For the Six Months Ended April 30, 2014 (Unaudited) (in thousands)

Investment Income:
Dividend income from unaffiliated securities (net of foreign taxes)A	$	185,720
Dividend income from affiliated securities		2
Interest income		4
Total investment income		185,726
Expenses:
Management and investment advisory fees (Note 2)		12,860
Administrative service fees (Note 2):
Institutional Class		8,579
Y Class		522
Investor Class		6,008
Advisor Class		183
Retirement Class		11
A Class		30
C Class		13
AMR Class		181
Transfer agent fees:
Institutional Class		512
Y Class		6
Investor Class		92
Advisor Class		3
A Class		1
C Class		1
AMR Class		12
Custody and fund accounting fees		541
Professional fees		142
Registration fees and expenses		98
Service fees (Note 2):
Y Class		174
Investor Class		7,203
Advisor Class		152
Retirement Class		9
A Class		11
C Class		5
Distribution fees (Note 2):
Advisor Class		152
Retirement Class		18
A Class		18
C Class		32
Prospectus and shareholder report expenses		242
Trustee fees		303
Other expenses		200
Total expenses		38,314
Net expenses		38,314
Net investment income		147,412
Realized and unrealized gain (loss) from investments:
Net realized gain (loss) from:
Investments		556,733
Commission recapture (Note 3)		120
Futures contracts		32,263
Change in net unrealized appreciation or (depreciation) of:
Investments		283,619
Futures contracts		(6,047	)
Net gain from investments		866,688
Net increase in net assets resulting from operations	$	1,014,100
A Foreign taxes	$	816

See accompanying notes

11

American Beacon Large Cap Value Fund^SM

Statement of Changes in Net Assets (in thousands)

	Six Months Ended April 30, 2014			Year Ended October 31, 2013
	(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	147,412		$	175,351
Net realized gain from investments and futures contracts		589,116			613,532
Change in net unrealized appreciation from investments and futures contracts		277,572			1,660,829
Net increase in net assets resulting from operations		1,014,100			2,449,712
Distributions to Shareholders:
Net investment income:
Institutional Class		(87,830	)		(88,612	)
Y Class		(5,267	)		(2,997	)
Investor Class		(51,957	)		(64,236	)
Advisor Class		(1,591	)		(1,759	)
Retirement Class		(52	)		(57	)
A Class		(170	)		(126	)
C Class		(54	)		(35	)
AMR Class		(13,053	)		(14,045	)
Net distributions to shareholders		(159,974	)		(171,867	)
Capital Share Transactions:
Proceeds from sales of shares		1,145,078			2,072,964
Reinvestment of dividends and distributions		153,367			164,722
Cost of shares redeemed		(1,293,279	)		(2,336,117	)
Net increase (decrease) in net assets from capital share transactions		5,166			(98,431	)
Net increase in net assets		859,292			2,179,414
Net Assets:
Beginning of period		10,534,645			8,355,231
End of Period *	$	11,393,937		$	10,534,645
* Includes undistributed net investment income (loss) of	$	116,103		$	128,250

See accompanying notes

12

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

1. Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”), which is comprised of twenty-eight Funds, is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified, open-end management investment company. These financial statements and notes to the financial statements relate to the American Beacon Large Cap Value Fund (the “Fund”), a series of the Trust.

American Beacon Advisors, Inc. (the “Manager”) is a wholly-owned subsidiary of Lighthouse Holdings, Inc. and was organized in 1986 to provide business management, advisory, administrative and asset management consulting services to the Trust and other investors.

Class Disclosure

The Fund has multiple classes of shares designed to meet the needs of different groups of investors. The following table sets forth the differences among the classes:

Class:	Offered to:
Institutional Class	Investors making an initial investment of $250,000
Y Class	Investors making an initial investment of $100,000
Investor Class	General public and investors investing directly or through an intermediary
Advisor Class	Investors investing through an intermediary
Retirement Class	Investors investing through an intermediary
A Class	General public and investors investing through an intermediary with applicable sales charges, which may include a front-end sales charge and a contingent deferred sales charge (“CDSC”)
C Class	General public and investors investing through an intermediary with applicable sales charges, which may include a CDSC
AMR Class	Investors in the tax-exempt retirement and benefit plans of the Manager, AMR Corporation, and its affiliates

Each class offered by the Trust has equal rights as to assets and voting privileges. Income and non-class specific expenses are allocated daily to each class on the basis of the relative net assets. Realized and unrealized capital gains and losses of each class are allocated daily based on the relative net assets of each class of the respective Fund. Class specific expenses, where applicable, currently include administrative service fees, service fees, and distribution fees and vary among the classes as described more fully in Note 2.

Recently Adopted Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. The amendments in the ASU enhance disclosures about offsetting of financial assets and liabilities to enable investors to understand the effect of these arrangements on a fund’s financial position. In January 2013, FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The amendments in ASU No. 2013-01 clarify the scope of disclosures required by ASU No. 2011-11. These ASUs are effective for annual periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Funds adopted ASU 2011-11 and 2013-01 effective January 1, 2013. The adoption did not have any impact on the Funds’ financial statements as the accounting standard affects only the disclosure requirements for offsetting financial instruments.

13

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

2. Transactions with Affiliates

Management Agreement

The Trust and the Manager are parties to a Management Agreement that obligates the Manager to provide or oversee the provision of all investment advisory, fund management, and securities lending services. Investment assets of the Fund are managed by multiple investment advisors which have entered into separate investment advisory agreements with the Manager and the Trust. As compensation for performing the duties required under the Management Agreement, the Manager receives from the Fund an annualized fee equal to 0.05% of the average daily net assets. The Fund pays the unaffiliated investment advisors hired to direct investment activities of the Fund. Management fees paid during the six months ended April 30, 2014 were as follows (in thousands):

Management Fee Rate			Management Fee		Amounts paid to Investment Advisors		Net Amounts Retained by Manager
	0.23	%	$	12,860	$	10,123	$	2,737

Administrative Services Agreement

The Manager and the Trust entered into an Administrative Services Agreement which obligates the Manager to provide or oversee administrative services to the Fund. As compensation for performing the duties required under the Administrative Services Agreement, the Manager receives an annualized fee of 0.30% of the average daily net assets of the Institutional, Y, Investor, Advisor, and Retirement Classes of the Fund, 0.40% of the average daily net assets of the A and C Classes of the Fund, and 0.05% of the average daily net assets of the AMR Class of the Fund.

Distribution Plans

The Fund, except for the Advisor, Retirement, A, and C Classes of the Fund, has adopted a “defensive” Distribution Plan (the “Plan”) in accordance with Rule 12b-1 under the Act, pursuant to which no separate fees will be charged to the Fund for distribution purposes. However, the Plan authorizes the management and administrative service fees received by the Manager and the investment advisors hired by the Manager to be used for distribution purposes. Under this Plan, the Fund does not intend to compensate the Manager or any other party, either directly or indirectly, for the distribution of Fund shares.

Separate Distribution Plans (the “Distribution Plans”) have been adopted pursuant to Rule 12b-1 under the Act for the Advisor, Retirement, A, and C Classes of the Fund. Under the Distribution Plans, as compensation for distribution assistance, the Manager receives an annual fee of 0.25% of the average daily net assets of the Advisor and A Classes, 0.50% of the average daily net assets of the Retirement Class, and 1.00% of the average daily net assets of the C Class. The fee will be payable without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the Manager for distribution assistance.

Service Plans

The Manager and the Trust entered into Service Plans that obligate the Manager to oversee additional shareholder servicing of the Y, Investor, Advisor, Retirement, A, and C Classes. As compensation for performing the duties required under the Service Plans, the Manager receives 0.10% of the average daily net assets of the Y Class, 0.15% of the average daily net assets of the A and C Classes, 0.25% of the average daily net assets of the Advisor and Retirement Classes, and up to 0.375% of the average daily net assets of the Investor Class of the Fund.

14

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Investment in Affiliated Funds

The Fund may invest in the American Beacon Money Market Select Fund (the “MM Select Fund”) and the American Beacon U.S. Government Money Market Select Fund (the “USG Select Fund”), (collectively the “Select Funds”). The Select Funds and the Fund have the same investment advisor and therefore, are considered to be affiliated. The Manager serves as investment advisor to the Select Funds and receives from the Select Funds an annualized fee of 0.09% of its average daily net assets of the Select Funds. During the six months ended April 30, 2014, the Manager earned fees from the Select Funds totaling $17,404 on the Fund’s direct investment in the Select Funds.

Interfund Lending Program

Pursuant to an exemptive order issued by the Securities and Exchange Commission (“SEC”), the Fund, along with other registered investment companies having management contracts with the Manager, may participate in an interfund lending program. This program provides an alternative credit facility allowing the Fund to borrow from other participating Funds. During the six months ended April 30, 2014, the Fund participated as a lender and loaned on average $2,012,315 for 1 day at an average rate of 0.69% and earned $38. This amount is included in interest income on the Statements of Operations.

Expense Reimbursement Plan

The Fund has adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of fees waived or expenses reimbursed for a period of up to three years. However, reimbursement will occur only if the Class’ average net assets have grown or expenses have declined sufficiently to allow reimbursement without causing its expense ratio to exceed the previously agreed upon contractual expense limit. During the six months ended April 30, 2014, there were no waived fees or reimbursed expenses.

Sales Commissions

The Fund’s distributor, Foreside Fund Services, LLC (“Foreside”) may receive a portion of A Class sales charges from broker dealers and it may be used to offset distribution related expenses. During the six months ended April 30, 2014, Foreside collected $16,156 from the sale of Class A shares.

A CDSC of 0.50% will be deducted with respect to Class A Shares on certain purchases of $1,000,000 or more that are redeemed in whole or part within 18 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 0.50% of the lesser of the original purchase price or the value of the redemption of the Class A Shares redeemed. During the six months ended April 30, 2014, there were no CDSC fees collected for Class A Shares.

A CDSC of 1.00% will be deducted with respect to Class C Shares redeemed within 12 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 1.00% of the lesser of the original purchase price or the value of the redemption of the Class C Shares redeemed. During the six months ended April 30, 2014, $834 in CDSC fees were collected for the Fund.

3. Security Valuation and Fair Value Measurements

Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally 4 p.m. ET, each day that the Exchange is open for business. Equity securities, including exchange-traded funds (“ETFs”), for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade.

15

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Investments in open-end mutual funds are valued at the closing net asset value (“NAV”) per share of the mutual fund on the day of valuation. Investment grade short-term obligations with 60 days or less to maturity are valued using the amortized cost method, which approximates fair value.

Securities for which the market prices are not readily available or are not reflective of the fair value of the security, as determined by the Manager, will be priced at fair value following procedures approved by the Trust’s Board of Trustees (the “Board”).

Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, a Fund is required to deposit with its futures broker, an amount of cash or U.S. Government and Agency Obligations in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized, but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed on the Statement of Assets and Liabilities.

Valuation Inputs

Various inputs may be used to determine the fair value of the Fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1 -	Quoted prices in active markets for identical securities.
Level 2 -	Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others.
Level 3 -	Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Level 1 and Level 2 trading assets and trading liabilities, at fair value

Common stocks and financial derivative instruments, such as futures contracts that are traded on a national securities exchange, are stated at the last reported sale or settlement price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level 1 of the fair value hierarchy. Preferred securities and other equities traded on inactive markets or valued by reference to similar instruments are also categorized as Level 2 of the fair value hierarchy.

Investments in registered open-end investment management companies will be valued based upon the NAVs of such investments and are categorized as Level 1 of the fair value hierarchy. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost which approximates fair value. These investments are categorized as Level 2 of the fair value hierarchy.

The Fund’s investments are summarized by level based on the inputs used to determine their values. U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) also requires all transfers between any levels to be disclosed. The end of period timing recognition has been adopted for the transfers between levels of each Fund’s assets and liabilities. During the six months ended April 30, 2014, there were no transfers between levels. As of April 30, 2014, the investments were classified as described below (in thousands):

16

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

	Level 1		Level 2		Level 3		Total
Common Stock*	$	11,015,237	$	—	$	—	$	11,015,237
Preferred Stock		16,048		—		—		16,048
Short-Term Investments - Money Markets		523,092		—		—		523,092
Total Investments in Securities	$	11,554,377	$	—	$	—	$	11,554,377
Financial Derivative Instruments
Futures Contracts	$	2,805	$	—	$	—	$	2,805

* Refer to the Schedules of Investments for Industry Information.

Security Transactions and Investment Income

Security transactions are recorded on the trade date of the security purchase or sale. The Fund may purchase securities with delivery or payment to occur at a later date. At the time the Fund enters into a commitment to purchase a security, the transaction is recorded, and the value of the security is reflected in the NAV. The value of the security may vary with market fluctuations.

Dividend income, net of foreign taxes, is recorded on the ex-dividend date, except certain dividends from foreign securities which are recorded as soon as the information is available to the Fund. Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. For financial and tax reporting purposes, realized gains and losses are determined on the basis of specific lot identification.

Dividends to Shareholders

Dividends from net investment income of the Fund normally will be declared and paid at least annually. Distributions, if any, of net realized capital gains are generally paid at least annually and recorded on the ex-dividend date.

Commission Recapture

The Fund has established brokerage commission recapture arrangements with certain brokers or dealers. If the Fund’s investment advisor chooses to execute a transaction through a participating broker, the broker rebates a portion of the commission back to the Fund. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the Fund. This amount is reported with the net realized gain in the Fund’s Statement of Operations.

Allocation of Income, Expenses, Gains, and Losses

Income, expenses (other than those attributable to a specific class), gains, and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimated.

Other

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. In the normal course of business, the Trust

17

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

enters into contracts that provide indemnification to the other party or parties against potential costs or liabilities. The Trust’s maximum exposure under these arrangements is dependent on claims that may be made in the future and, therefore, cannot be estimated. The Trust has had no prior claims or losses pursuant to any such agreement.

4. Securities and Other Investments

American Depositary Receipts (“ADRs”)

ADRs are depositary receipts for foreign issuers in registered form traded in U.S. securities markets. Depositary receipts may not be denominated in the same currency as the securities into which they may be converted. Investing in depositary receipts entails substantially the same risks as direct investment in foreign securities. There is generally less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies. In addition, such companies may use different accounting and financial standards (and certain currencies may become unavailable for transfer from a foreign currency), resulting in the Fund’s possible inability to convert immediately into U.S. currency proceeds realized upon the sale of portfolio securities of the affected foreign companies. In addition, the Fund may invest in unsponsored depositary receipts, the issuers of which are not obligated to disclose material information about the underlying securities to investors in the United States. Ownership of unsponsored depositary receipts may not entitle the Fund to the same benefits and rights as ownership of a sponsored depositary receipt or the underlying security.

Real Estate Investment Trusts

The Fund may own shares of real estate investment trusts (“REITs”) which report information on the source of their distributions annually. The Fund re-characterizes distributions received from REIT investments based on information provided by the REITs into the following categories: ordinary income, long-term capital gains, and return of capital. If information is not available on a timely basis from the REITs, the re-characterization will be estimated based on available information which may include the previous year allocation. If new or additional information becomes available from the REITs at a later date, a re-characterization will be made the following year. These re-characterizations are not recorded for financial statement purposes, but as an adjustment to the calculation of taxable income.

Other Investment Company Securities and Other Exchange Traded Products

The Fund may invest in shares of other investment companies, including open-end funds, closed-end funds, business development companies, ETFs, exchange-traded notes (“ETNs”), unit investment trusts, and other investment companies of the Trust. The Fund may invest in investment company securities advised by the Manager or a sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear a Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Investments in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.

18

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

5. Financial Derivative Instruments

Futures Contracts

Futures contracts are contracts to buy or sell a standard quantity of securities at a specified price on a future date. The Fund may enter into financial futures contracts as a method for keeping assets readily convertible to cash if needed to meet shareholder redemptions or for other needs while maintaining exposure to the stock or bond market, as applicable. The primary risks associated with the use of futures contracts are the possibility of illiquid markets or imperfect correlation between the values of the contracts and the underlying securities, or that the counterparty will fail to perform its obligations.

Upon entering into a futures contract, the Fund is required to set aside or deposit with a broker an amount, termed the initial margin, which typically represents a portion of the face value of the futures contract. The Fund usually reflects this amount on the Schedule of Investments as a U.S. Treasury Bill held as collateral for futures contracts or as Cash deposited with broker on the Statement of Assets and Liabilities. Payments to and from the broker, known as variation margin, are required to be made on a daily basis as the price of the futures contract fluctuates. Changes in initial settlement values are accounted for as unrealized appreciation (depreciation) until the contracts are terminated, at which time realized gains and losses are recognized. Futures contracts are valued at the most recent settlement price established each day by the exchange on which they are traded.

For the six months ended April 30, 2014, the Fund entered into future contracts primarily for return enhancement and exposing cash to markets.

The Fund’s average futures contracts outstanding fluctuate throughout the operating year as required to meet strategic requirements. The following table illustrates the quarterly volume of futures contracts. For purpose of this disclosure, volume is measured by contracts outstanding at period end.

	Average Futures Contracts Outstanding
For the Quarter Ended	October 31, 2013		April 30, 2014
Large Cap Value Fund		191		228

The following is a summary of the Fund’s derivative financial instruments categorized by risk exposure (in thousands) ^(1) (2):

Fair Values of derivative financial instruments on the Statement of Assets and Liabilities as of April 30, 2014:

Statement of Assets and Liabilities	Derivatives	Fair Value
Unrealized appreciation of futures contracts	Equity Contracts	$	2,805

The effect of derivative financial instruments on the Statement of Operations for the period ended April 30, 2014:

Statement of Operations	Derivatives	Total
Net realized gain from futures contracts	Equity Contracts	$	32,263
Change in net unrealized depreciation from futures contracts	Equity Contracts		(6,047	)

⁽¹⁾  See Note 3 in the Notes to Financial Statements for additional information.

⁽²⁾  The volume of derivative activity described above is reflective of the derivative activity through the current period of operations.

6. Principal Risks

In the normal course of business the Fund trades financial instruments and enters into financial transactions where risk of potential loss exists. Security values fluctuate (market risk) and may decline due to factors affecting securities markets in general, particular industries represented in the securities markets or conditions specifically related to a particular company. Failure of the other party to a transaction to perform

19

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

(credit and counterparty risk), for example by not making principal and interest payments when due, reduces the value of the issuer’s debt and could reduce the Fund’s income. Similar to credit risk, the Fund may be exposed to counterparty risk, or the risk that an institution or other entity with which the Fund has unsettled or open transactions will fail to make required payments or otherwise comply with the terms of the instrument, transaction or contract. The potential loss could exceed the value of the financial assets recorded in the financial statements. Some of the Fund’s investments may be illiquid and the Fund may not be able to vary the portfolio investments in response to changes in economic and other conditions. If a Fund is required to liquidate all or a portion of its investments quickly, the Fund may realize significantly less than the value at which it previously recorded those investments.

Market Risks

The Fund’s investments in financial derivatives and other financial instruments expose the Fund to various risks such as, but not limited to, interest rate, foreign currency and equity risks.

Interest rate risk is the risk that fixed income securities will decline in value because of changes in interest rates. As nominal interest rates rise, the value of certain fixed income securities held by the Fund is likely to decrease. A nominal interest rate can be described as the sum of a real interest rate and an expected inflation rate. Fixed income securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than securities with shorter durations. Duration is useful primarily as a measure of the sensitivity of a fixed income’s market price to interest rate (i.e. yield) movements.

If the Fund invests directly in foreign currencies or in securities that trade in, and receive revenues in, foreign currencies, or in financial derivatives that provide exposure to foreign currencies, they will be subject to the risk that those currencies will decline in value relative to the base currency of the Fund, or, in the case of hedging positions, that the Fund’s base currency will decline in value relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. As a result, the Fund’s investments in foreign currency denominated securities may reduce the returns of the Fund.

The fair values of equities, such as common stocks and preferred securities or equity related investments such as futures, may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities and equity related investments generally have greater market price volatility than fixed income securities.

Counterparty Credit Risk

A derivative contract may suffer a mark to market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

With exchange traded futures, there is less counterparty credit risk to the Funds since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, the credit risk is limited to failure of the offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency) of the clearing broker or clearinghouse. Additionally, credit risk exists in exchange traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker

20

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Funds.

Cash collateral that has been pledged to cover obligations of the Fund and cash collateral received from the counterparty, if any, is reported separately on the Statement of Assets and Liabilities as Deposits with brokers for futures contracts and Payable to brokers for futures contracts, respectively. Non-cash collateral pledged by the Funds, if any, is noted in the Schedule of Investments. Generally, the amount of collateral due from or to a party is determined at the close of business of the Fund and additional required collateral is delivered to/pledged by the Fund on the next business day. To the extent amounts due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty non-performance. The Fund attempts to mitigate counterparty risk by only entering into agreements with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties.

Offsetting Assets and Liabilities

The Fund is a party to enforceable master netting agreements between brokers and counterparties such as International Swaps and Derivatives Association (“ISDA”) agreements which provide for the right to offset under certain circumstances. The Fund employs multiple money managers and counterparties and has elected not to offset qualifying financial and derivative instruments on the Statement of Assets and Liabilities, as such all financial and derivative instruments are presented on a gross basis. The impacts of netting arrangements that provide the right to offset are detailed below. The net amount represents the net receivable or payable that would be due from or to the counterparty in the event of default. Exposure from borrowings and other financing agreements can only be netted across transactions governed by the same Master Agreement with the same legal entity. All amounts reported below represent the balance as of the report date, April 30, 2014:

Offsetting of Financial Assets and Derivative Assets as of April 30, 2014

Description	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts of Liabilities Presented in the Statement of Assets and Liabilities
Futures Contracts	$	1,199	$	—	$	1,199

Financial Assets, Derivative Assets, and Collateral Pledged by Counterparty as of April 30, 2014:

	Net amount of Assets Presented in the Statement of Assets and Liabilities		Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty			Financial Instruments		Cash Collateral Received		Net Amount
Goldman Sachs & Co.	$	1,199	$	—	$	—	$	1,199

7. Federal Income and Excise Taxes

It is the policy of the Fund to qualify as a regulated investment company (“RIC”), by complying with all applicable provisions of Subchapter M of the Internal Revenue Code, as amended, and to make distribution of taxable income sufficient to relieve it from substantially all federal income and excise taxes. For federal income tax purposes, the Fund is treated as a single entity for the purpose of determining such qualification.

The Fund does not have any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the four year period ended October 31, 2013 remains subject to examination by the Internal Revenue Service. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statement of Operations.

21

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Dividends are categorized in accordance with income tax regulations which may treat certain transactions differently than U.S. GAAP. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on returns of income earned or gains realized or repatriated. Taxes are accrued and applied to net investment income, net realized capital gains and net unrealized appreciation or depreciation, as applicable, as the income is earned or capital gains are recorded.

The tax character of distributions paid were as follows (in thousands):

	Six Months Ended April 30, 2014		Year Ended October 31, 2013
	(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	87,830	$	88,612
Y Class		5,267		2,997
Investor Class		51,957		64,236
Advisor Class		1,591		1,759
Retirement Class		52		57
A Class		170		126
C Class		54		35
AMR Class		13,053		14,045
Total distributions paid	$	159,974	$	171,867

* For tax purposes, short-term capital gains are considered ordinary income distributions.

As of April 30, 2014, the components of distributable earnings on a tax basis were as follows (in thousands):

Cost basis of investments for federal income tax purposes	$	9,087,876
Unrealized appreciation		2,730,950
Unrealized depreciation		(264,449	)
Net unrealized appreciation		2,466,501
Undistributed ordinary income		240,539
Accumulated long-term loss		(2,805	)
Other temporary differences		2,822
Distributable earnings	$	2,707,057

Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The temporary differences between financial reporting and tax-basis reporting of unrealized appreciation or (depreciation) are attributable primarily to the tax deferral of losses from wash sales, the realization for tax purposes of unrealized gains or (losses) on certain derivative instruments and reclassifications of income from real estate investment securities.

Due to inherent differences in the recognition of income, expenses and realized gains or (losses) under U.S. GAAP and federal income tax regulations, permanent differences between book and tax reporting have been identified and appropriately reclassified on the Statement of Assets and Liabilities.

Accordingly, the following amounts represent current year permanent differences derived from reclassifications of income from real estate investments securities as of April 30, 2014 (in thousands):

Paid-in-capital	$	—
Undistributed net investment income		415
Accumulated net realized gain (loss)		(414	)
Unrealized appreciation or (depreciation) of investments and futures contracts		(1	)

22

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Under the Regulated Investment Company Modernization Act of 2010 (the “RIC MOD”), net capital losses recognized by the Fund in taxable years beginning after December 22, 2010 are carried forward indefinitely and retain their character as short-term and/or long-term losses. Prior to RIC MOD, net capital losses incurred by the Fund were carried forward for eight years and treated as short-term losses. RIC MOD requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of April 30, 2014, the Fund utilized $426,230 of net capital loss carryforwards for the six months ended April 30, 2014.

8. Investment Transactions

The aggregate cost of purchases and proceeds from sales of investments, other than short-term obligations, for the six months ended April 30, 2014 were $1,816,028 and $1,676,890, respectively (in thousands).

A summary of the Fund’s direct transactions in the Select Funds for the six months ended April 30, 2014 is set forth below (in thousands):

Affiliate	October 31, 2013 Shares/Fair Value		Purchases		Sales		April 30, 2014 Shares/Fair Value		Dividend Income
USG Select Fund	$	45,000	$	—	$	15,000	$	30,000	$	2

9. Capital Share Transactions

The tables below summarize the activity in capital shares for each Class of the Fund (dollars and shares in thousands):

For the Six Months Ended April 30, 2014

	Institutional Class						Y Class						Investor Class						Advisor Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		21,367		$	612,210			1,707		$	48,762			14,713		$	398,169			718		$	19,322
Reinvestment of dividends		2,974			83,881			182			5,105			1,852			49,552			58			1,534
Shares redeemed		(19,916	)		(575,802	)		(1,876	)		(54,508	)		(20,126	)		(548,247	)		(1,322	)		(35,791	)
Net increase (decrease) in shares outstanding		4,425		$	120,289			13		$	(641	)		(3,561	)	$	(100,526	)		(546	)	$	(14,935	)

	Retirement Class						A Class						C Class						AMR Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		210		$	5,530			207		$	5,587			93		$	2,497			1,834		$	53,001
Reinvestment of dividends		2			52			5			146			2			44			468			13,053
Shares redeemed		(27	)		(714	)		(42	)		(1,147	)		(22	)		(600	)		(2,729	)		(76,470	)
Net increase (decrease) in shares outstanding		185		$	4,868			170		$	4,586			73		$	1,941			(427	)	$	(10,416	)

For the Year Ended October 31, 2013

	Institutional Class						Y Class						Investor Class						Advisor Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		40,124		$	983,383			9,020		$	216,172			29,777		$	691,666			1,229		$	28,327
Reinvestment of dividends		3,850			84,356			131			2,860			2,959			61,550			83			1,708
Shares redeemed		(28,594	)		(694,960	)		(1,332	)		(33,146	)		(61,332	)		(1,380,588	)		(1,466	)		(33,539	)
Net increase (decrease) in shares outstanding		15,380		$	372,779			7,819		$	185,886			(28,596	)	$	(627,372	)		(154	)	$	(3,504	)

23

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

	Retirement Class						A Class						C Class						AMR Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		97		$	2,175			225		$	5,373			104		$	2,465			5,766		$	143,403
Reinvestment of dividends		3			57			5			115			1			31			649			14,045
Shares redeemed		(49	)		(1,169	)		(78	)		(1,876	)		(25	)		(602	)		(7,928	)		(190,237	)
Net increase (decrease) in shares outstanding		51		$	1,063			152		$	3,612			80		$	1,894			(1,513	)	$	(32,789	)

24

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25

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months
	Ended
	April 30,			Year Ended October 31,
	2014			2013			2012			2011A			2010			2009
	(unaudited)
Net asset value, beginning of period	$	27.59		$	21.58		$	18.99		$	18.56		$	16.32		$	15.01
Income from investment operations:
Net investment income		0.40			0.50			0.45			0.39			0.32			0.35
Net gains (losses) from investments (both realized and unrealized)		2.24			6.00			2.60			0.30			2.22			1.40
Total income (loss) from investment operations		2.64			6.50			3.05			0.69			2.54			1.75
Less distributions:
Dividends from net investment income		(0.44	)		(0.49	)		(0.46	)		(0.26	)		(0.30	)		(0.44	)
Distributions from net realized gains		—			—			—			—			—			—
Total distributions		(0.44	)		(0.49	)		(0.46	)		(0.26	)		(0.30	)		(0.44	)
Net asset value, end of period	$	29.79		$	27.59		$	21.58		$	18.99		$	18.56		$	16.32
Total return B		9.66	%C		30.70	%		16.48	%		3.69	%		15.68	%		12.41	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	5,994,002		$	5,428,755		$	3,914,173		$	3,380,918		$	3,366,011		$	2,221,162
Ratios to average net assets (annualized):
Expenses, before reimbursements		0.58	%D		0.58	%		0.59	%		0.58	%		0.59	%		0.61	%
Expenses, net of reimbursements		0.58	%D		0.58	%		0.59	%		0.58	%		0.59	%		0.61	%
Net investment income (loss), before reimbursements		2.81	%D		1.99	%		2.23	%		1.96	%		1.73	%		2.36	%
Net investment income, net of reimbursements		2.81	%D		1.99	%		2.23	%		1.96	%		1.73	%		2.36	%
Portfolio turnover rate		16	%C		34	%		30	%		90	%		28	%		27	%

^A On December 1, 2010, MFS Institutional Advisors, Inc. assumed management of the Large Cap Value Fund’s assets previously managed by Metropolitan West Capital Management, LLC.

^B Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C Not annualized.

^D Annualized.

^E Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.

26

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class																		Investor Class
Six Months															Aug. 3			Six Months
Ended															to			Ended
April 30,			Year Ended October 31,												Oct. 31,			April 30,			Year Ended October 31,
2014			2013			2012			2011A			2010			2009			2014			2013			2012			2011A			2010			2009
(unaudited)																		(unaudited)
$	27.46		$	21.47		$	18.92		$	18.49		$	16.32		$	15.59		$	26.11		$	20.43		$	17.99		$	17.61		$	15.51		$	14.29
	0.39			0.40			0.53			0.37			0.29			0.06			0.34			0.39			0.36			0.30			0.23			0.28
	2.23			6.05			2.50			0.30			2.22			0.67			2.12			5.69			2.47			0.29			2.12			1.34
	2.62			6.45			3.03			0.67			2.51			0.73			2.46			6.08			2.83			0.59			2.35			1.62
	(0.43	)		(0.46	)		(0.48	)		(0.24	)		(0.34	)		—			(0.35	)		(0.40	)		(0.39	)		(0.21	)		(0.25	)		(0.40	)
	—			—			—			—			—			—			—			—			—			—			—			—
	(0.43	)		(0.46	)		(0.48	)		(0.24	)		(0.34	)		—			(0.35	)		(0.40	)		(0.39	)		(0.21	)		(0.25	)		(0.40	)
$	29.65		$	27.46		$	21.47		$	18.92		$	18.49		$	16.32		$	28.22		$	26.11		$	20.43		$	17.99		$	17.61		$	15.51
	9.64	%C		30.59	%		16.43	%		3.58	%		15.50	%		4.68	%C		9.50	%C		30.26	%		16.05	%		3.30	%		15.27	%		11.99	%
$	354,418		$	327,939		$	88,509		$	134,968		$	2,123		$	1		$	4,113,137		$	3,899,011		$	3,635,333		$	3,761,691		$	4,140,584		$	3,798,632
	0.67	%D		0.66	%		0.69	%		0.69	%		0.70	%		0.68	%D		0.93	%D		0.93	%		0.96	%		0.95	%		0.96	%		0.93	%
	0.67	%D		0.66	%		0.69	%		0.69	%		0.70	%		0.68	%D		0.93	%D		0.93	%		0.96	%		0.95	%		0.96	%		0.93	%
	2.74	%D		1.78	%		2.12	%		1.88	%		1.51	%		1.58	%D		2.47	%D		1.67	%		1.89	%		1.59	%		1.36	%		2.05	%
	2.74	%D		1.78	%		2.12	%		1.88	%		1.51	%		1.58	%D		2.47	%D		1.67	%		1.89	%		1.59	%		1.36	%		2.05	%
	16	%C		34	%		30	%		90	%		28	%		27	%E		16	%C		34	%		30	%		90	%		28	%		27	%

27

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Advisor Class
	Six Months
	Ended
	April 30,			Year Ended October 31,
	2014			2013			2012			2011A			2010			2009
	(unaudited)
Net asset value, beginning of period	$	25.89		$	20.25		$	17.83		$	17.47		$	15.39		$	14.19
Income from investment operations:
Net investment income (loss)		0.28			0.35			0.31			0.27			0.21			0.26
Net gains (losses) from investments (both realized and unrealized)		2.14			5.65			2.48			0.28			2.10			1.32
Total income (loss) from investment operations		2.42			6.00			2.79			0.55			2.31			1.58
Less distributions:
Dividends from net investment income		(0.32	)		(0.36	)		(0.37	)		(0.19	)		(0.23	)		(0.38	)
Distributions from net realized gains		—			—			—			—			—			—
Total distributions		(0.32	)		(0.36	)		(0.37	)		(0.19	)		(0.23	)		(0.38	)
Net asset value, end of period	$	27.99		$	25.89		$	20.25		$	17.83		$	17.47		$	15.39
Total return B		9.43	%C		30.05	%		15.96	%		3.11	%		15.14	%		11.81	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	123,653		$	128,528		$	103,629		$	129,739		$	128,080		$	114,945
Ratios to average net assets (annualized):
Expenses, before reimbursements		1.07	%D		1.07	%		1.08	%		1.08	%		1.10	%		1.12	%
Expenses, net of reimbursements		1.07	%D		1.07	%		1.08	%		1.08	%		1.10	%		1.10	%
Net investment income (loss), before reimbursements		2.30	%D		1.52	%		1.78	%		1.46	%		1.23	%		1.84	%
Net investment income, net of reimbursements		2.30	%D		1.52	%		1.78	%		1.46	%		1.23	%		1.86	%
Portfolio turnover rate		16	%C		34	%		30	%		90	%		28	%		27	%

^A On December 1, 2010, MFS Institutional Advisors, Inc. assumed management of the Large Cap Value Fund’s assets previously managed by Metropolitan West Capital Management, LLC.

^B Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C Not annualized.

^D Annualized.

^E Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.

^F Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

28

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Retirement Class																		A Class
Six Months															May 1			Six Months												May 17
Ended															to			Ended												to
April 30,			Year Ended October 31,												Oct. 31,			April 30,			Year Ended October 31,									Oct. 31,
2014			2013			2012			2011A			2010			2009			2014			2013			2012			2011A			2010
(unaudited)																		(unaudited)
$	25.48		$	20.07		$	17.74		$	17.32		$	15.36		$	12.66		$	26.03		$	20.41		$	18.01		$	17.61		$	16.93
	0.43			0.35			0.28			0.20			0.18			0.08			0.35			0.38			0.36			0.24			0.03
	1.92			5.50			2.42			0.30			2.07			2.62			2.07			5.65			2.44			0.31			0.65
	2.35			5.85			2.70			0.50			2.25			2.70			2.42			6.03			2.80			0.55			0.68
	(0.29	)		(0.44	)		(0.37	)		(0.08	)		(0.29	)		—			(0.35	)		(0.41	)		(0.40	)		(0.15	)		—
	—			—			—			—			—			—			—			—			—			—			—
	(0.29	)		(0.44	)		(0.37	)		(0.08	)		(0.29	)		—			(0.35	)		(0.41	)		(0.40	)		(0.15	)		—
$	27.54		$	25.48		$	20.07		$	17.74		$	17.32		$	15.36		$	28.10		$	26.03		$	20.41		$	18.01		$	17.61
	9.28	%C		29.68	%		15.57	%		2.86	%		14.78	%		21.33	%C		9.38	%C		30.03	%		15.91	%		3.12	%		4.02	%C
$	9,556		$	4,132		$	2,230		$	1,019		$	2		$	1		$	17,629		$	11,905		$	6,222		$	3,942		$	814
	1.32	%D		1.33	%		1.42	%		1.39	%		1.37	%		1.37	%D		1.08	%D		1.08	%		1.12	%		1.16	%		1.06	%D
	1.32	%D		1.33	%		1.42	%		1.39	%		1.37	%		1.37	%D		1.08	%D		1.08	%		1.12	%		1.16	%		1.06	%D
	2.25	%D		1.18	%		1.19	%		1.06	%		0.95	%		1.15	%D		2.36	%D		1.44	%		1.66	%		1.37	%		1.09	%D
	2.25	%D		1.18	%		1.19	%		1.06	%		0.95	%		1.15	%D		2.36	%D		1.44	%		1.66	%		1.37	%		1.09	%D
	16	%C		34	%		30	%		90	%		28	%		27	%E		16	%C		34	%		30	%		90	%		28	%F

29

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	C Class
	Six Months												Sept. 1
	Ended												to
	April 30,			Year Ended October 31,									Oct. 31,
	2014			2013			2012			2011A			2010
	(unaudited)
Net asset value, beginning of period	$	25.81		$	20.29		$	17.95		$	17.58		$	16.17
Income from investment operations:
Net investment income (loss)		0.25			0.23			0.22			0.10			(0.01	)
Net gains (losses) from investments (both realized and unrealized)		2.07			5.58			2.42			0.32			1.42
Total income (loss) from investment operations		2.32			5.81			2.64			0.42			1.41
Less distributions:
Dividends from net investment income		(0.24	)		(0.29	)		(0.30	)		(0.05	)		—
Distributions from net realized gains		—			—			—			—			—
Total distributions		(0.24	)		(0.29	)		(0.30	)		(0.05	)		—
Net asset value, end of period	$	27.89		$	25.81		$	20.29		$	17.95		$	17.58
Total return B		9.03	%C		29.00	%		14.97	%		2.36	%		8.72	%C
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	7,642		$	5,200		$	2,468		$	1,329		$	38
Ratios to average net assets (annualized):
Expenses, before reimbursements		1.83	%D		1.84	%		1.88	%		2.54	%		2.14	%D
Expenses, net of reimbursements		1.83	%D		1.92	%		1.87	%		1.84	%		1.87	%D
Net investment income (loss), before reimbursements		1.60	%D		0.68	%		0.89	%		(0.01	)%		(0.76	)%D
Net investment income, net of reimbursements		1.60	%D		0.60	%		0.89	%		0.68	%		(0.50	)%D
Portfolio turnover rate		16	%C		34	%		30	%		90	%		28	%E

^A On December 1, 2010, MFS Institutional Advisors, Inc. assumed management of the Large Cap Value Fund’s assets previously managed by Metropolitan West Capital Management, LLC.

^B Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C Not annualized.

^D Annualized.

^E Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

30

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

AMR Class
Six Months
Ended
April 30,			Year Ended October 31,
2014			2013			2012			2011A			2010			2009
(unaudited)
$	27.31		$	21.36		$	18.81		$	18.37		$	16.14		$	14.88
	0.43			0.57			0.52			0.41			0.34			0.37
	2.23			5.92			2.54			0.32			2.22			1.38
	2.66			6.49			3.06			0.73			2.56			1.75
	(0.51	)		(0.54	)		(0.51	)		(0.29	)		(0.33	)		(0.49	)
	—			—			—			—			—			—
	(0.51	)		(0.54	)		(0.51	)		(0.29	)		(0.33	)		(0.49	)
$	29.46		$	27.31		$	21.36		$	18.81		$	18.37		$	16.14
	9.83	%C		31.05	%		16.75	%		3.94	%		16.04	%		12.59	%
$	773,900		$	729,175		$	602,667		$	568,768		$	558,089		$	520,799
	0.32	%D		0.32	%		0.33	%		0.33	%		0.34	%		0.36	%
	0.32	%D		0.32	%		0.33	%		0.33	%		0.34	%		0.36	%
	3.05	%D		2.26	%		2.51	%		2.21	%		1.98	%		2.62	%
	3.05	%D		2.26	%		2.51	%		2.21	%		1.98	%		2.62	%
	16	%C		34	%		30	%		90	%		28	%		27	%

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33

Delivery of Documents

eDelivery is NOW AVAILABLE- Stop traditional mail delivery and receive your

shareholder reports and summary prospectus on-line. Sign up at

www.americanbeaconfunds.com

If you invest in the Fund through a financial institution, you may be able to receive the Fund’s regulatory mailings, such as the Prospectus, Annual Report and Semi-Annual Report, by e-mail. If you are interested in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.

To obtain more information about the Fund:

By E-mail: american_beacon.funds@ambeacon.com	On the Internet: Visit our website at www.americanbeaconfunds.com
By Telephone: Institutional, Y, Investor, Advisor, and Retirement Classes Call (800) 658-5811 AMR ClassSM Call (800) 345-2345	By Mail: American Beacon Funds P.O. Box 219643 Kansas City, MO 64121-9643
Availability of Quarterly Portfolio Schedules In addition to the Schedule of Investments provided in each semi-annual and annual report, the Fund files a complete schedule of its portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-Q as of the first and third fiscal quarters. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330. A complete schedule of the Fund’s portfolio holdings is also at www.americanbeaconfunds.com approximately twenty days after the end of each month.	Availability of Proxy Voting Policy and Records A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available in the Fund’s Statement of Additional Information, is available free of charge on the Fund’s website www.americanbeaconfunds.com and by calling 1-800-967-9009 or by accessing the SEC’s website at www.sec.gov. The Fund’s proxy voting record for the most recent year ended June 30 is filed annually with the SEC on Form N-PX. The Fund’s Forms N-PX are available on the SEC’s website at www.sec.gov. The Fund’s proxy voting record may also be obtained by calling 1-800-967-9009.

Fund Service Providers:

CUSTODIAN	TRANSFER AGENT	INDEPENDENT REGISTERED	DISTRIBUTOR
State Street Bank and	Boston Financial Data	PUBLIC ACCOUNTING	Foreside Fund Services,
Trust	Services	FIRM	LLC
Boston, Massachusetts	Kansas City, Missouri	Ernst & Young LLP Dallas, Texas	Portland, Maine

This report is prepared for shareholders of the American Beacon Funds and may be distributed to others only if preceded or accompanied by a current Prospectus or Summary Prospectus.

American Beacon Funds and the American Beacon Large Cap Value Fund are service marks of American Beacon Advisors, Inc. SAR 4/14    

About American Beacon Advisors	Contents
Since 1986, American Beacon Advisors has offered a variety of products and investment advisory services to numerous institutional and retail clients, including a variety of mutual funds, corporate cash management, and separate account management. Our clients include defined benefit plans, defined contribution plans, foundations, endowments, corporations, financial planners, and other institutional investors. With American Beacon Advisors, you can put the experience of a multi-billion dollar asset management firm to work for your company.	President’s Message Performance Overview Schedule of Investments Financial Statements Notes to the Financial Statements Financial Highlights Additional Information	1 2 5 13 17 30 Back Cover

The Fund may invest in futures contracts, which are a type of derivative investment. Investing in derivatives could result in losing more than the amount invested. Investing in foreign securities entails additional risk not associated with domestic securities, such as currency fluctuations, economic and political instability and differences in accounting standards. The intrinsic value of stocks selected for the Fund may never be realized by the market, and the prices of value stocks may go down. While investing in value stocks may limit downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk. Investing in the securities of small capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies. Please see the prospectus for a complete discussion of the Fund’s risks. There can be no assurances that the investment objectives of this Fund will be met. The Fund may participate in a securities lending program.

Any opinions herein, including forecasts, reflect our judgment as of the end of the reporting period and are subject to change. Each advisor’s strategies and the Fund’s portfolio composition will change depending on economic and market conditions. This report is not a complete analysis of market conditions and therefore, should not be relied upon as investment advice. Although economic and market information has been compiled from reliable sources, American Beacon Advisors, Inc. makes no representation as to the completeness or accuracy of the statements contained herein.

American Beacon Funds April 30, 2014

Dear Shareholders, The Russell 2000 Index, the leading barometer for U.S. small-cap stocks, posted its seventh straight positive quarter in the first quarter of 2014. Lower quality stocks outperformed as a whole during this same time period. Although non-dividend paying companies with negative earnings and low returns on equity do not tend to outperform higher quality stocks over the long run, we have been in a period of low interest rates and high liquidity, which tends to favor companies of this type. In addition, value-oriented stocks outperformed growth stocks in the first quarter, with the Russell 2000 Value Index posting a gain of 1.78% versus a 0.48% return for the Russell 2000 Growth Index. This was a welcome change for value investors, as growth has beaten value for four of the past five calendar years.

The American Beacon Small Cap Value Fund performed well despite these conflicting trends in the marketplace. Sub-advised by six veteran asset managers with complementary styles, it seeks to find the most promising undervalued stocks in the small-cap space. For the six months that ended April 30, 2014, the American Beacon Small Cap Value Fund (Investor Class) returned 5.54%. Thank you for your continued investment in the American Beacon Funds. For additional information about the Funds or to access your account information, please visit our website at www.americanbeaconfunds.com.

Best Regards,

Gene L. Needles, Jr.

President

American Beacon Funds

1

American Beacon Small Cap Value Fund^SM

Performance Overview

April 30, 2014 (Unaudited)

The Investor Class of the Small Cap Value Fund (the “Fund”) returned 5.54% for the six months ended April 30, 2014, outperforming the Russell 2000^® Value Index (the “Index”) return of 4.97% for the same period.

Total Returns for the Period ended 4/30/14
	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,8)		5.73	%		24.67	%		21.33	%		9.34	%
Y Class (1,2,8)		5.66	%		24.52	%		21.16	%		9.26	%
Investor Class (1,8)		5.54	%		24.22	%		20.88	%		9.00	%
Advisor Class (1,3,8)		5.47	%		24.03	%		20.73	%		8.79	%
Retirement Class (1,4,8)		5.35	%		23.65	%		20.40	%		8.64	%
A Class with sales charges (1,5,8)		-0.57	%		16.91	%		19.29	%		8.28	%
A Class without sales charges (1,5,8)		5.50	%		24.03	%		20.71	%		8.92	%
C Class with sales charge (1,6,8)		4.06	%		22.06	%		20.02	%		8.61	%
C Class without sales charge (1,6,8)		5.06	%		23.06	%		20.02	%		8.61	%
AMR Class (1,8)		5.87	%		24.94	%		21.63	%		9.62	%
Russell 2000 Value Index (7)		4.97	%		19.61	%		19.13	%		8.37	%

* Not annualized

1. Please note the recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.

2. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/04 up to 8/3/09, the inception date of the Y Class and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/04.

3. A portion of the fees charged to the Advisor Class of the Fund was waived through 2004 and in 2009. Performance prior to waiving fees was lower than the actual returns shown for periods through 2004 and in 2009.

4. Fund performance for the five-year and ten-year periods represent the returns achieved by the Advisor Class from 4/30/04 up to 5/1/09, the inception date of the Retirement Class, and the returns of the Retirement Class since its inception. Expenses of the Retirement Class are higher than those of the Advisor Class. As a result, total returns shown may be higher than they would have been had the Retirement Class been in existence since 4/30/04.

5. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/04 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/04. The maximum sales charge for A Class is 5.75%.

6. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/04 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/04. A portion of the fees charged to the C Class of the Fund was waived in 2010 and since 2012. Performance prior to waiving fees was lower than the actual returns shown in 2010 and since 2012. The maximum contingent deferred sales charge for C Class is 1.00% for shares redeemed within one year of the date of purchase.

7. Russell 2000 Value and Russell 2000 Indices are registered trademarks of Frank Russell Company. The Russell 2000 Value Index is an unmanaged index of those stocks in the Russell 2000 Index with lower price-to-book ratios and lower forecasted growth values. One cannot directly invest in an index.

8. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, Retirement, A, C, and AMR Class shares was 0.84%, 0.93%, 1.20%, 1.33%, 1.62%, 1.37%, 2.11%, and 0.58% respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

The Fund outperformed the Index primarily due to stock selection as sector allocation added minimal value relative to the Index.

Holdings in the Industrials and Information Technology sectors added more than 60 basis points (0.60%) each to performance. Huntington Ingalls Industries (up 46.0%), Trinity Industries (up 49.8%) and Alliant Techsystems (up 33.7%) added the most value relative to the benchmark in the Industrials sector. In the Information Technology sector, ARRIS Group (up 46.0%), GT Advanced Technologies (up 110.6%) and ON Semiconductor (up 33.5%) were the largest contributors. Poor stock selection in the Consumer Discretionary sector detracted from the Fund’s returns. Express (down 36.4%) and Guess? (down 13.3%) were the largest detractors in the Consumer Discretionary sector.

2

American Beacon Small Cap Value Fund^SM

Fund Expenses

April 30, 2014 (Unaudited)

The Fund’s underweight position in Financials, one of the poorer performing sectors in the Index, and an overweight in Materials, the second best performing sector in the Index, added more than 10 basis points (0.10%) each to performance through sector allocation. Being underweight in Energy, the best performing sector in the Index, detracted from the Fund’s returns.

The sub-advisors continue to focus on uncovering investment opportunities through stock selection that should benefit the Fund’s performance over the longer-term.

Top Ten Holdings (% Net Assets)
First Horizon National Corp.	1.0
Con-way, Inc.	0.7
Oshkosh Corp.	0.7
LifePoint Hospitals, Inc.	0.7
Vishay Intertechnology, Inc.	0.7
HealthSouth Corp.	0.7
WellCare Health Plans, Inc.	0.7
American Axle & Manufacturing Holdings, Inc.	0.6
Synovus Financial Corp.	0.6
Portland General Electric Co.	0.6
Total Fund Holdings	622

Sector Allocation (% Equities)
Financials	27.4
Industrials	22.1
Consumer Discretionary	14.0
Information Technology	13.2
Health Care	6.4
Energy	5.9
Materials	5.8
Utilities	3.1
Consumer Staples	1.7
Telecommunication Services	0.4

3

American Beacon Small Cap Value Fund^SM

Performance Overview

April 30, 2014 (Unaudited)

Fund Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs including sales charges (loads) on purchase payments and (2) ongoing costs, including management fees, administrative service fees, distribution (12b-1) fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2013 through April 30, 2014.

Actual Expenses

The “Actual” lines of the table provide information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. Shareholders of the Investor and Institutional Classes that invest in the Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

Hypothetical Example for Comparison Purposes

The “Hypothetical” lines of the table provide information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in the Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. Shareholders of the Investor and Institutional

Classes that invest in the Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by the Fund, such as sales charges (loads). Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the “Hypothetical” lines of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

	Beginning Account Value 11/1/13		Ending Account Value 4/30/14		Expenses Paid During Period* 11/1/13-4/30/14
Institutional Class
Actual	$	1,000.00	$	1,057.29	$	4.08
Hypothetical **	$	1,000.00	$	1,020.83	$	4.01
Y Class
Actual	$	1,000.00	$	1,056.65	$	4.54
Hypothetical **	$	1,000.00	$	1,020.38	$	4.46
Investor Class
Actual	$	1,000.00	$	1,055.43	$	5.91
Hypothetical **	$	1,000.00	$	1,019.04	$	5.81
Advisor Class
Actual	$	1,000.00	$	1,054.67	$	6.57
Hypothetical **	$	1,000.00	$	1,018.40	$	6.46
Retirement Class
Actual	$	1,000.00	$	1,053.50	$	7.99
Hypothetical **	$	1,000.00	$	1,017.01	$	7.85
A Class
Actual	$	1,000.00	$	1,054.95	$	6.62
Hypothetical **	$	1,000.00	$	1,018.35	$	6.51
AMR Class
Actual	$	1,000.00	$	1,058.75	$	2.76
Hypothetical **	$	1,000.00	$	1,022.12	$	2.71
C Class
Actual	$	1,000.00	$	1,050.64	$	10.52
Hypothetical **	$	1,000.00	$	1,014.53	$	10.34

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.80%, 0.89%, 1.16%, 1.29%, 1.57%, 1.30%, 2.07% and 0.54% for the Institutional, Y, Investor, Advisor, Retirement, A, C and AMR Classes, respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

4

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
COMMON STOCK - 96.28%
CONSUMER DISCRETIONARY - 13.46%
Auto Components - 1.86%
American Axle & Manufacturing Holdings, Inc.A		1,938,404	$	34,212
Argan, Inc.		146,550		3,923
Biglari Holdings, Inc.		9,432		4,047
Cooper Tire & Rubber Co.		112,435		2,828
Dana Holding Corp.		477,420		10,107
Federal Signal Corp.		150,600		2,286
Remy International, Inc.		89,020		2,361
Standard Motor Products, Inc.		151,645		5,761
Tenneco, Inc.A		372,270		22,288
Visteon Corp.A		152,680		13,254
				101,067
Automobiles - 0.33%
Hyster-Yale Materials Handling, Inc.		59,082		5,695
Thor Industries, Inc.		183,320		11,159
Winnebago Industries, Inc.A		47,364		1,132
				17,986
Consumer Electronics - 0.11%
VOXX International Corp.A		503,511		5,916
Hotels, Restaurants & Leisure - 0.92%
Brinker International, Inc.		145,215		7,136
Cracker Barrel Old Country Store, Inc.		33,184		3,144
International Speedway Corp., Class A		84,874		2,668
Interval Leisure Group, Inc.		127,474		3,285
Lakes Entertainment, Inc.A		150,800		746
Life Time Fitness, Inc.A B		85,700		4,114
Orient-Express Hotels Ltd., Class AA		692,640		9,074
Ruby Tuesday, Inc.A		500,100		3,856
Ruth’s Hospitality Group, Inc.		166,150		2,092
Speedway Motorsports, Inc.		110,570		2,011
The Cheesecake Factory, Inc.		261,100		11,720
				49,846
Household Durables - 2.38%
Cavco Industries, Inc.A		62,369		4,862
Ethan Allen Interiors, Inc.		392,062		9,519
Haverty Furniture Companies, Inc.		103,239		2,637
Helen of Troy Ltd.A		303,380		19,022
Kimball International, Inc., Class B		73,843		1,238
Knoll, Inc.		442,140		8,043
La-Z-Boy, Inc.		37,515		909
Libbey Glass, Inc.A		87,525		2,334
Lifetime Brands, Inc.		9,908		189
M/I Homes, Inc.A		250,000		5,568
Matthews International Corp., Class A		43,400		1,751
Standard Pacific Corp.A		1,398,670		11,175
Taylor Morrison Home Corp.A		382,000		8,102
Tempur Sealy International, Inc.A		454,300		22,797
Whirlpool Corp.		174,200		26,718
William Lyon Homes, Class AA		177,200		4,625
				129,489
Internet & Catalog Retail - 0.20%
HSN, Inc.		70,820		4,110
Insight Enterprises, Inc.A		252,555		6,597
				10,707

	Shares		Fair Value
			(000’s)
Leisure Equipment & Products - 0.61%
Brunswick Corp.		529,700	$	21,288
Johnson Outdoors, Inc., Class A		6,446		135
LeapFrog Enterprises, Inc.A B		241,347		1,653
Smith & Wesson Holding Corp.A B		386,746		5,937
Sturm Ruger & Co., Inc.B		67,710		4,357
				33,370
Media - 1.67%
AH Belo Corp., Class A		109,255		1,258
Banner Corp.		31,690		1,253
Carmike Cinemas, Inc.A		55,210		1,638
CTC Media, Inc.		283,980		2,462
Entercom Communications Corp., Class AA		96,881		1,046
EW Scripps Co., Class AA		759,796		13,015
John Wiley & Sons, Inc., Class A		328,898		18,898
Journal Communications, Inc., Class AA		125,955		1,010
Meredith Corp.B		289,990		12,780
New York Times Co., Class A		1,397,678		22,474
Saga Communications, Inc., Class A		3,787		168
Scholastic Corp.		176,083		5,795
Starz - Liberty CapitalA		282,600		9,120
				90,917
Multiline Retail - 0.60%
Big Lots, Inc.		448,650		17,723
Dillard’s, Inc., Class A		119,690		11,721
Fred’s, Inc., Class A		84,980		1,548
Stein Mart, Inc.		117,706		1,471
				32,463
Specialty Retail - 3.74%
Aaron’s, Inc.		138,355		4,077
ANN, Inc.A		115,774		4,537
Asbury Automotive Group, Inc.A		135,016		8,336
Big 5 Sporting Goods Corp.		378,548		4,622
Buckle, Inc.B		86,887		4,083
Cato Corp., Class A		310,989		8,860
Children’s Place Retail Stores, Inc.		201,940		9,693
Destination Maternity Corp.		138,433		3,414
Express, Inc.		652,360		9,505
Finish Line, Inc., Class A		146,005		4,020
Francesca’s Holdings Corp.A B		52,414		857
Genesco, Inc.A		71,430		5,455
Group 1 Automotive, Inc.		68,400		4,934
Kirkland’s, Inc.A		56,539		967
Lithia Motors, Inc., Class A		85,594		6,358
MarineMax, Inc.A		67,505		1,084
Men’s Wearhouse, Inc.		455,223		21,568
Office Depot, Inc.A		2,277,537		9,315
PC Connection, Inc.		71,410		1,429
Penske Automotive Group, Inc.		219,118		10,049
Pep Boys, Inc.A		837,025		8,554
Pier 1 Imports, Inc.		94,969		1,734
Rent-A-Center, Inc.		682,900		19,948
Rush Enterprises, Inc., Class AA		485,000		15,569
Select Comfort Corp.A		109,658		2,018
Sonic Automotive, Inc., Class A		1,059,192		25,782
Zumiez, Inc.A		284,130		6,947
				203,715
Textiles & Apparel - 1.04%
Brown Shoe Company, Inc.		55,131		1,301
G-III Apparel Group Ltd.A		21,348		1,532

See accompanying notes

5

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares	Fair Value
		(000’s)
Guess?, Inc.	605,770	$	16,301
Oxford Industries, Inc.	72,080		4,758
Quiksilver, Inc.A	707,300		4,541
Skechers U.S.A., Inc., Class AA	234,340		9,606
Unifi, Inc.A	70,475		1,560
Unifirst Corp.	77,550		7,463
Vera Bradley, Inc.A B	332,620		9,413
			56,475
Total Consumer Discretionary			731,951
CONSUMER STAPLES - 1.60%
Food & Drug Retailing - 0.42%
Andersons, Inc.	63,078		3,929
Casey’s General Stores, Inc.	187,556		12,878
CST Brands, Inc.	172,260		5,621
Petmed Express, Inc.	12,101		158
			22,586
Food Products - 0.96%
Dean Foods Co.	607,250		9,619
Fresh Del Monte Produce, Inc.	377,940		10,919
Omega Protein Corp.A	92,857		1,055
Pilgrim’s Pride Corp.A	906,600		19,817
Sanderson Farms, Inc.	80,660		6,636
USANA Health Sciences, Inc.A B	59,222		4,019
			52,065
Personal Products - 0.14%
Elizabeth Arden, Inc.A	212,215		7,797
Tobacco - 0.08%
Universal Corp.B	80,717		4,405
Total Consumer Staples			86,853
ENERGY - 5.72%
Energy Equipment & Services - 3.30%
Atwood Oceanics, Inc.A	280,477		13,900
Bristow Group, Inc.	98,010		7,527
C&J Energy Services, Inc.A B	130,270		3,916
Dynegy, Inc.A	45,100		1,283
Exterran Holdings, Inc.	210,830		9,070
Gulf Island Fabrication, Inc.	193,530		3,882
Key Energy Services, Inc.A	2,164,190		21,729
McDermott International, Inc.A B	1,833,310		13,255
Newpark Resources, Inc.A	635,000		7,645
Parker Drilling Co.A	387,170		2,567
Patterson-UTI Energy, Inc.	472,010		15,354
PDC Energy, Inc.A	175,940		11,202
Precision Drilling Corp.	841,400		10,938
SEACOR Holdings, Inc.	71,140		5,932
Superior Energy Services, Inc.	615,730		20,271
Tesco Corp.	639,644		12,793
Unit Corp.A	276,946		18,265
			179,529
Oil & Gas - 2.42%
Adams Resources & Energy, Inc.	15,221		1,097
Arch Coal, Inc.	95,500		437
Bellatrix Exploration Ltd.A	522,830		5,082
Bill Barrett Corp.A B	576,440		13,650
Cloud Peak Energy, Inc.A	144,600		2,847
Comstock Resources, Inc.B	166,910		4,640
Gran Tierra Energy, Inc.A	372,440		2,663

	Shares		Fair Value
			(000’s)
Green Plains Renewable Energy, Inc.		37,746	$	1,129
Helix Energy Solutions Group, Inc.A		364,700		8,767
LinnCo LLCB C		594,384		16,382
Natural Gas Services Group, Inc.A		44,326		1,360
Newfield Exploration Co.A		323,700		10,957
Peabody Energy Corp.		115,200		2,190
Rosetta Resources, Inc.A		26,300		1,245
Sanchez Energy Corp.A B		127,400		3,603
Stone Energy Corp.A		174,890		8,578
Synergy Resources Corp.A		944,560		10,995
Ultra Petroleum Corp.A B		590,150		17,587
Warren Resources, Inc.A		629,374		3,191
Western Refining, Inc.B		342,721		14,908
				131,308
Total Energy				310,837
FINANCIALS - 26.45%
Banks - 12.39%
1st Source Corp.		64,930		1,915
Associated Banc-Corp.		1,329,065		23,325
Astoria Financial Corp.		345,880		4,586
Banc of California, Inc.		279,150		3,509
BancFirst Corp.		11,350		661
Bancorp, Inc.A		372,297		5,890
BancorpSouth, Inc.		467,797		10,928
Bank of Hawaii Corp.		55,760		3,076
Bank of the Ozarks, Inc.		160,900		9,638
BankUnited, Inc.		277,550		9,156
BBCN Bancorp, Inc.		315,381		4,860
Berkshire Hills Bancorp, Inc.		55,438		1,299
BOK Financial Corp.		82,930		5,425
Boston Private Financial Holdings, Inc.		1,173,978		14,686
Brookline Bancorp, Inc.		916,380		8,321
Cardinal Financial Corp.		405,050		6,805
Cathay General Bancorp		251,302		5,931
Central Pacific Financial Corp.		81,810		1,536
Chemical Financial Corp.		242,857		6,817
City Holding Co.		38,050		1,636
City National Corp.		366,175		26,573
Clifton Bancorp, Inc.		228,300		2,646
CoBiz Financial, Inc.		559,567		5,618
Columbia Banking System, Inc.		128,140		3,180
Community Bank System, Inc.		27,960		1,040
CVB Financial Corp.		882,033		12,754
Dime Community Bancshares, Inc.		92,195		1,503
East West Bancorp, Inc.		248,500		8,576
Enterprise Financial Services Corp.		62,575		1,118
First Commonwealth Financial Corp.		303,070		2,603
First Financial Bancorp		25,900		419
First Financial Corp.		43,239		1,384
First Horizon National Corp.		4,617,628		53,056
First Interstate Bancsystem, Inc.		153,470		3,820
First Merchants Corp.		44,100		936
First Midwest Bancorp, Inc.		1,015,997		16,632
First NBC Bank Holding Co.A		219,200		6,817
First Niagara Financial Group, Inc.		1,767,887		15,770
FirstMerit Corp.		634,271		12,299
Flushing Financial Corp.		33,040		635
FNB Corp.		341,460		4,248
Fulton Financial Corp.		956,665		11,662
German American Bancorp, Inc.		22,322		581
Glacier Bancorp, Inc.		253,800		6,513

See accompanying notes

6

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
Great Southern Bancorp, Inc.		64,550	$	1,851
Hancock Holding Co.		868,018		29,278
Hanmi Financial Corp.		391,700		8,331
Home Federal Bancorp, Inc.		177,000		2,664
Iberiabank Corp.		208,340		13,105
Independent Bank Corp.		95,460		3,543
International Bancshares Corp.		313,880		7,207
Lakeland Financial Corp.		39,545		1,447
MB Financial, Inc.		407,420		10,935
National Penn Bancshares, Inc.		410,497		4,011
NBT Bancorp, Inc.		167,038		3,783
Northwest Bancshares, Inc.		329,800		4,383
Old National Bancorp		273,300		3,859
Pinnacle Financial Partners, Inc.		325,560		11,255
PrivateBancorp, Inc.		286,624		7,902
Prosperity Bancshares, Inc.		421,174		24,849
Provident Financial Services, Inc.		297,668		5,173
Renasant Corp.		78,430		2,135
S&T Bancorp, Inc.		179,767		4,181
Sandy Spring Bancorp, Inc.		62,630		1,506
Square 1 Financial Inc.A		30,513		575
State Bank Financial Corp.		644,800		10,691
Sterling Bancorp		292,200		3,495
Stock Yards Bancorp, Inc.		39,326		1,159
Synovus Financial Corp.		10,555,150		33,882
Taylor Capital Group, Inc.A		28,280		602
TCF Financial Corp.		177,071		2,780
Tompkins Financial Corp.		8,170		385
Trustmark Corp.		65,130		1,490
UMB Financial Corp.		249,800		14,666
Umpqua Holdings Corp.B		701,214		11,661
United Community Banks, Inc.A		558,390		9,018
Valley National BancorpB		1,921,140		19,250
Washington Federal, Inc.		595,725		12,856
Washington Trust Bancorp, Inc.		93,800		3,208
Webster Financial Corp.		1,060,960		31,977
WesBanco, Inc.		137,593		4,161
Western Alliance BancorpA		99,396		2,293
Wilshire Bancorp, Inc.		233,910		2,339
Wintrust Financial Corp.		571,664		25,622
				673,891
Diversified Financials - 3.14%
Ambac Financial Group, Inc.A		113,380		3,422
Apollo Investment Corp.		531,836		4,249
Calamos Asset Management, Inc., Class A		267,705		3,261
Capitol Federal Financial, Inc.		439,750		5,295
Cash America International, Inc.		147,100		6,406
CoreLogic, Inc.A		647,570		18,151
Credit Acceptance Corp.A		74,068		9,741
Customers Bancorp, Inc.A		459,250		10,117
Encore Capital Group, Inc.A		70,350		3,041
ExlService Holdings, Inc.A		226,800		6,417
FBR & Co.A		68,118		1,757
Federated Investors, Inc., Class BB		84,907		2,423
GAMCO Investors, Inc., Class A		12,243		930
Global Cash Access Holdings, Inc.A		1,301,800		8,592
Green Dot Corp., Class AA		412,200		7,160
Greenhill & Co., Inc.		17,465		876
Home Loan Servicing Solutions Ltd.		239,770		5,311
Janus Capital Group, Inc.B		1,996,150		24,213
JGWPT Holdings, Inc.A		60,563		858
Nelnet, Inc., Class A		223,231		9,434

	Shares		Fair Value
			(000’s)
NewStar Financial, Inc.A		68,400	$	781
Northfield Bancorp, Inc.		183,320		2,378
Oppenheimer Holdings, Inc., Class A		93,830		2,389
Oritani Financial Corp.		119,440		1,771
Outerwall, Inc.A B		60,900		4,223
Piper Jaffray Cos.A		311,896		13,680
Portfolio Recovery Associates, Inc.		46,960		2,684
Prospect Capital Corp.B		123,492		1,335
Stifel Financial Corp.A		212,585		9,943
				170,838
Insurance - 7.18%
Allied World Assurance Co. Holdings AG		148,775		16,022
American Equity Investment Life Holding Co.		193,090		4,503
American Financial Group, Inc.		204,535		11,951
Amtrust Financial Services, Inc.		217,531		8,412
Argo Group International Holdings Ltd.		62,340		2,769
Aspen Insurance Holdings Ltd.		459,250		21,024
Assurant, Inc.		78,900		5,319
Assured Guaranty Ltd.		281,140		6,722
CNO Financial Group, Inc.		776,081		13,387
Employers Holdings, Inc.		150,700		3,067
Endurance Specialty Holdings Ltd.		381,215		19,373
Enstar Group Ltd.A		102,843		13,277
FBL Financial Group, Inc., Class A		107,351		4,800
First American Financial Corp.		228,910		6,089
Global Indemnity PLCA D		434,723		11,651
Hanover Insurance Group, Inc.		267,210		15,618
HCC Insurance Holdings, Inc.		188,860		8,676
Hilltop Holdings, Inc.A		53,360		1,192
Horace Mann Educators Corp.		1,068,514		32,130
Imperial Holdings, Inc.A B		58,980		395
Infinity Property & Casualty Corp.		46,738		2,999
Kansas City Life Insurance Co.		22,736		945
Kemper Corp.		163,620		6,448
Maiden Capital Financing Trust		177,550		2,095
Montpelier Re Holdings Ltd.		260,108		7,954
National Western Life Insurance Co., Class A		13,983		3,262
Navigators Group, Inc.A		42,413		2,416
Old Republic International Corp.		779,960		12,916
OneBeacon Insurance Group Ltd., Class A		11,100		171
Platinum Underwriters Holdings Ltd.		347,727		21,806
Primerica, Inc.		150,730		6,917
ProAssurance Corp.		106,414		4,833
Protective Life Corp.		604,750		30,933
Renaissancere Holdings Ltd.		54,400		5,506
RLI Corp.		41,730		1,797
Safety Insurance Group, Inc.		121,330		6,517
Selective Insurance Group, Inc.		164,305		3,769
StanCorp Financial Group, Inc.		131,940		8,062
State Auto Financial Corp.		66,239		1,355
Stewart Information Services Corp.		133,836		4,082
Symetra Financial Corp.		1,107,730		22,886
Third Point Reinsurance Ltd.A		260,059		4,067
United Fire Group, Inc.		43,460		1,209
Validus Holdings Ltd.		266,110		9,865
White Mountains Insurance Group Ltd.		18,354		10,944
				390,131
Real Estate - 3.74%
Acadia Realty TrustE		347,650		9,432

See accompanying notes

7

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
Amerco, Inc.		66,650	$	16,669
American Assets Trust, Inc.E		181,810		6,172
Apollo Commercial Real Estate Finance, Inc.E		336,200		5,719
Ashford Hospitality Prime, Inc.E		88,434		1,357
Ashford Hospitality Trust, Inc.E		318,090		3,264
Associated Estates Realty Corp.E		151,315		2,539
Brandywine Realty TrustE		458,625		6,673
CBL & Associates Properties, Inc.E		226,870		4,122
Chatham Lodging TrustE		500,000		10,165
Chesapeake Lodging TrustE		296,400		8,000
Colony Financial, Inc.E		265,400		5,772
Corporate Office Properties TrustE		546,380		14,616
EastGroup Properties, Inc.E		75,910		4,801
Excel Trust, Inc.E		414,650		5,233
Getty Realty Corp.E		362,510		6,859
Granite Real Estate Investment TrustE		161,700		6,214
Healthcare Trust of America, Inc., Class AE		1,047,440		12,245
HFF, Inc., Class A		31,348		1,066
Hospitality Properties TrustE		139,733		4,199
LaSalle Hotel PropertiesE		334,300		11,059
Mack-Cali Realty Corp.E		207,411		4,225
National Health Investors, Inc.E		61,040		3,766
New Residential Investment Corp.E		780,470		4,761
Omega Healthcare Investors, Inc.B E		128,935		4,484
Pebblebrook Hotel TrustE		415,704		14,317
Pennsylvania Real Estate Investment TrustE		228,815		3,787
RAIT Financial TrustB E		600,770		4,914
RLJ Lodging TrustE		422,700		11,273
Urstadt Biddle Properties, Inc., Class AE		268,060		5,471
				203,174
Total Financials				1,438,034
HEALTH CARE - 6.13%
Biotechnology - 0.12%
Charles River Laboratories International, Inc.A		66,884		3,593
PDL BioPharma, Inc.B		361,669		3,071
				6,664
Health Care Equipment & Supplies - 1.11%
Computer Programs and Systems, Inc.		137,080		8,654
Fabrinet		232,216		5,016
Haemonetics Corp.A		770,469		23,392
Hillenbrand, Inc.		87,910		2,672
Hill-Rom Holdings, Inc.		138,919		5,190
Integra LifeSciences Holdings Corp.A		71,355		3,252
Natus Medical, Inc.A		383,770		9,529
Thoratec Corp.A		72,700		2,383
				60,088
Health Care Providers & Services - 4.74%
Air Methods Corp.		238,850		13,297
Allscripts Healthcare Solutions, Inc.		649,340		9,883
Amsurg Corp.A		228,850		9,911
Centene Corp.A		209,290		13,897
Community Health Systems, Inc.		28,156		1,067
Covance, Inc.A		182,300		16,093
Ensign Group, Inc.		213,000		9,053
Gentiva Health Services, Inc.		201,390		1,516
Hanger Orthopedic Group, Inc.A		744,850		25,824

	Shares		Fair Value
			(000’s)
Health Net, Inc.A		193,000	$	6,626
HealthSouth Corp.		1,092,680		37,850
Kindred Healthcare, Inc.		104,990		2,635
LifePoint Hospitals, Inc.A		683,150		38,202
Magellan Health Services, Inc.A		81,820		4,723
Omnicell, Inc.A		317,450		8,406
Owens & Minor, Inc.		163,680		5,490
Select Medical Holdings Corp.		1,005,445		14,036
Triple-S Management Corp., Class BA		103,011		1,543
WellCare Health Plans, Inc.A		554,900		37,439
				257,491
Pharmaceuticals - 0.16%
Questcor Pharmaceuticals, Inc.B		64,988		5,341
Taro Pharmaceutical Industries Ltd.A		30,900		3,471
				8,812
Total Health Care				333,055
INDUSTRIALS - 21.24%
Aerospace & Defense - 2.05%
AAR Corp.		277,442		7,186
Aerovironment, Inc.A		350,150		11,825
Aircastle Ltd.		644,951		11,332
Alliant Techsystems, Inc.		159,755		23,039
Cubic Corp.		151,600		7,190
Curtiss-Wright Corp.		27,153		1,736
Exelis, Inc.		613,730		11,379
Huntington Ingalls Industries, Inc.		83,000		8,549
Moog, Inc., Class AA		159,341		10,429
Orbital Sciences Corp.A		57,223		1,682
Sparton Corp.		50,875		1,382
Triumph Group, Inc.		100,200		6,494
World Fuel Services Corp.		202,850		9,238
				111,461
Building Products - 2.32%
American Woodmark Corp.A		185,750		5,574
Apogee Enterprises, Inc.		216,617		6,882
Armstrong World Industries, Inc.		221,800		11,658
Crane Co.		323,229		23,508
Drew Industries, Inc.		160,259		8,064
Masonite International Corp.		554,300		30,543
Owens Corning		53,100		2,169
Simpson Manufacturing Co., Inc.		381,325		12,504
Trex Co., Inc.A		280,200		22,001
Universal Forest Products, Inc.		60,174		3,038
				125,941
Commercial Services & Supplies - 7.09%
ABM Industries, Inc.		131,725		3,568
Apollo Group, Inc., Class AA		599,680		17,307
Bridgepoint Education, Inc.A		139,020		2,203
Brink’s Co.		311,110		7,915
Capella Education Co.		14,668		856
CDI Corp.		83,756		1,283
Clean Harbors, Inc.A		89,520		5,371
Convergys Corp.		402,345		8,667
Con-way, Inc.		942,500		40,036
CSG Systems International, Inc.		490,310		12,925
Deluxe Corp.		196,764		10,812
DeVry, Inc.		221,650		9,981
Dun & Bradstreet Corp.		114,220		12,651
Ennis, Inc.		126,992		1,900
G&K Services, Inc., Class A		62,130		3,289

See accompanying notes

8

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
Geo Group, Inc.E		678,672	$	22,756
Heidrick & Struggles International, Inc.		161,500		3,044
Herman Miller, Inc.		848,610		26,163
Hudson Global, Inc.A		630,300		2,238
Interface, Inc.		653,134		11,750
ITT Educational Services, Inc.B		81,730		2,207
Kelly Services, Inc., Class A		201,948		4,253
Kforce, Inc.		45,674		1,056
Koppers Holdings, Inc.		89,574		3,825
Korn/Ferry InternationalA		744,059		21,615
McGrath Rentcorp		231,298		7,304
Mobile Mini, Inc.		605,400		26,746
Monotype Imaging Holdings, Inc.		290,720		7,678
Navigant Consulting, Inc.A		260,048		4,369
PHH Corp.A		993,995		23,627
PHI, Inc.A		33,250		1,490
Pitney Bowes, Inc.B		625,590		16,766
Providence Service Corp.A		79,084		3,212
Resources Connection, Inc.		155,633		2,118
RR Donnelley & Sons Co.		692,180		12,182
Steelcase, Inc., Class A		536,782		8,846
Strayer Education, Inc.A		20,815		887
TAL International Group, Inc.		108,470		4,575
TrueBlue, Inc.A		417,392		11,165
United Stationers Supply Co.B		378,040		14,188
Viad Corp.		143,041		3,297
				386,121
Construction & Engineering - 1.98%
AECOM Technology Corp.A		281,450		9,125
Aegion Corp.A		640,972		16,338
Comfort Systems USA, Inc.		1,004,065		15,061
Dycom Industries, Inc.A		373,500		11,728
EMCOR Group, Inc.		70,095		3,224
Engility Holdings, Inc.A		52,881		2,308
Granite Construction, Inc.		160,340		5,994
MYR Group, Inc.A		431,170		10,115
Tutor Perini Corp.		601,072		17,791
URS Corp.		336,180		15,841
				107,525
Diversified Manufacturing - 0.31%
Barnes Group, Inc.		419,347		16,153
Myers Industries, Inc.		50,905		952
				17,105
Electrical Equipment - 1.67%
Brady Corp., Class A		87,504		2,257
Energy XXI Bermuda Ltd.B		223,376		5,345
EnerSys, Inc.		178,439		12,059
Geospace Technologies Corp.A B		168,071		9,770
Global Power Equipment Group, Inc.		167,160		2,930
GrafTech International Ltd.A B		473,100		5,303
II-VI, Inc.		1,251,000		18,014
Regal-Beloit Corp.		305,390		22,823
The Babcock & Wilcox Co.		348,300		12,117
				90,618
Industrial Conglomerates - 0.23%
Chemed Corp.		72,600		6,046
ICF International, Inc.A		24,988		974
Park-Ohio Industries, Inc.		28,762		1,679
Standex International Corp.		29,600		1,757
Trimas Corp.A		57,646		2,067
				12,523

	Shares		Fair Value
			(000’s)
Machinery - 3.50%
Actuant Corp., Class A		67,817	$	2,296
American Railcar Industries, Inc.		64,882		4,505
Ampco-Pittsburgh Corp.		61,569		1,233
Applied Industrial Technologies, Inc.		41,811		2,004
Astec Industries, Inc.		174,310		6,964
CIRCOR International, Inc.		72,800		5,912
Columbus McKinnon Corp.		76,572		2,028
Esterline Technologies Corp.A		136,404		14,871
FreightCar America, Inc.		226,650		5,952
ITT Corp.		119,310		5,147
John Bean Technologies Corp.		70,724		2,050
L.B. Foster Co., Class A		54,711		2,591
Lindsay Corp.B		43,130		3,801
Meritor, Inc.A		1,589,400		18,866
Miller Industries, Inc.		231,100		4,476
Mueller Industries, Inc.		231,780		6,708
NACCO Industries, Inc., Class A		28,952		1,552
Oshkosh Corp.		690,280		38,318
Tennant Co.		21,710		1,385
Terex Corp.		589,400		25,515
Titan International, Inc.B		758,400		13,280
Trinity Industries, Inc.		251,790		18,899
Watts Water Technologies, Inc., Class A		36,489		1,941
				190,294
Marine - 0.48%
Great Lakes Dredge & Dock Corp.		241,531		2,084
Gulfmark Offshore, Inc., Class A		85,880		3,865
Matson, Inc.		850,400		20,147
				26,096
Road & Rail - 1.11%
Forward Air Corp.		380,009		16,808
Heartland Express, Inc.		404,800		8,808
Landstar System, Inc.		193,560		12,192
Ryder System, Inc.		271,405		22,305
				60,113
Trading Companies & Distributors - 0.50%
Air Lease Corp.		320,060		11,481
MRC Global, Inc.A		218,500		6,378
WESCO International, Inc.A B		105,310		9,244
				27,103
Total Industrials				1,154,900
INFORMATION TECHNOLOGY - 12.72%
Communications Equipment - 1.75%
Anixter International, Inc.		136,512		13,375
ARRIS Group, Inc.A		770,948		20,114
Bel Fuse, Inc., Class B		166,923		3,632
Brocade Communications Systems, Inc.A		2,570,962		23,937
Emulex Corp.A		1,053,010		7,529
Finisar Corp.A		106,539		2,786
IxiaA		642,990		7,986
NeuStar, Inc., Class AA B		219,090		5,635
Plantronics, Inc.		232,622		10,135
				95,129
Computers & Peripherals - 0.70%
Datalink Corp.A		84,450		1,084
Lexmark International, Inc., Class A		450,860		19,388
Mercury Systems, Inc.A		665,137		9,285
Synaptics, Inc.A B		134,066		8,332
				38,089

See accompanying notes

9

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
Electronic Equipment & Instruments - 3.58%
AVX Corp.		540,380	$	7,214
Benchmark Electronics, Inc.A		372,355		8,631
Celestica, Inc.A		191,200		2,122
Coherent, Inc.		41,207		2,460
Hittite Microwave Corp.		102,540		6,087
Ingram Micro, Inc., Class AA		684,711		18,460
Intersil Corp., Class A		517,486		6,386
Itron, Inc.A		77,746		2,954
Littelfuse, Inc.		203,300		18,409
Methode Electronics, Inc.		774,500		21,485
Nanometrics, Inc.A		207,047		3,367
Newport Corp.A		57,746		1,079
Plexus Corp.A		533,825		22,378
Sanmina Corp.A		444,860		9,008
Scansource, Inc.A		167,275		6,425
Tech Data Corp.A		141,649		8,852
TTM Technologies, Inc.A		347,870		2,745
Veeco Instruments, Inc.A		225,830		8,349
Vishay Intertechnology, Inc.		2,681,060		38,124
				194,535
Internet Software & Services - 0.49%
Blucora, Inc.		402,800		7,754
Constant Contact, Inc.A		34,185		884
Ebix, Inc.B		102,012		1,610
Netgear, Inc.A		501,021		16,183
				26,431
IT Consulting & Services - 1.23%
Booz Allen Hamilton Holding Corp.		463,580		10,774
CACI International, Inc., Class AA		193,270		13,461
CIBER, Inc.A		50,900		220
Mantech International Corp., Class A		65,870		1,965
Science Applications International Corp.		73,870		2,881
Sykes Enterprises, Inc.A		657,454		13,011
SYNNEX Corp.A		266,262		17,940
Unisys Corp.A		267,047		6,508
				66,760
Semiconductor Equipment & Products - 3.66%
Advanced Energy Industries, Inc.A		155,886		3,411
Amkor Technology, Inc.A		989,079		7,863
Brooks Automation, Inc.		2,251,410		23,031
Diodes, Inc.A		848,100		22,364
Fairchild Semiconductor International, Inc.A		1,245,400		15,854
FEI Co.		84,210		6,696
GT Advanced Technologies, Inc.A B		589,160		9,786
Integrated Device Technology, Inc.A		145,975		1,704
International Rectifier Corp.A		184,780		4,812
Kulicke & Soffa Industries, Inc.A		906,964		13,341
Microsemi Corp.		276,345		6,500
MKS Instruments, Inc.		324,170		9,125
Omnivision Technologies, Inc.A		559,454		10,926
ON Semiconductor Corp.A		1,821,900		17,144
Photronics, Inc.A		856,000		7,430
QLogic Corp.A		1,632,631		18,906
Teradyne, Inc.B		1,115,600		19,713
Ultra Clean Holdings, Inc.A		103,018		878
				199,484
Software - 1.31%
Comverse, Inc.A		295,980		7,382
Conversant, Inc.A		143,280		3,502

	Shares		Fair Value
			(000’s)
DST Systems, Inc.		57,020	$	5,257
EPIQ Systems, Inc.		78,534		1,004
FARO Technologies, Inc.A		386,420		15,418
Mentor Graphics Corp.		1,228,300		25,425
Netscout Systems, Inc.A		341,520		13,306
				71,294
Total Information Technology				691,722
MATERIALS - 5.58%
Chemicals - 1.86%
A. Schulman, Inc.		56,610		2,033
American Vanguard Corp.		422,800		7,530
Axiall Corp.		31,400		1,463
Cabot Corp.		129,658		7,494
Cytec Industries, Inc.		127,480		12,151
FutureFuel Corp.		136,000		2,730
Innophos Holdings, Inc.		114,200		6,445
Innospec, Inc.		69,090		2,975
Landec Corp.A		521,850		6,189
Olin Corp.B		456,160		12,818
PolyOne Corp.		588,000		22,033
Quaker Chemical Corp.		29,618		2,204
Scotts Miracle-Gro Co., Class A		247,900		15,175
				101,240
Construction Materials - 0.02%
Boise Cascade Co.A		51,509		1,289
Containers & Packaging - 0.19%
Graphic Packaging Holding Co.A		375,451		3,852
KapStone Paper and Packaging Corp.		237,304		6,260
UFP Technologies, Inc.A		7,644		194
				10,306
Metals & Mining - 3.11%
Allegheny Technologies, Inc.		259,300		10,683
Allied Nevada Gold Corp.A		2,064,570		6,999
Carpenter Technology Corp.		195,330		12,267
Century Aluminum Co.A		310,300		4,267
Cliffs Natural Resources, Inc.B		459,340		8,140
Coeur d’Alene Mines Corp.		359,969		3,117
Commercial Metals Co.		66,700		1,281
Gibraltar Industries, Inc.A		468,139		7,996
Global Brass & Copper Holdings, Inc.		120,450		1,910
Haynes International, Inc.		117,160		6,215
Horsehead Holding Corp.A		860,400		13,414
Kaiser Aluminum Corp.		420,500		29,603
Materion Corp.		411,609		13,851
Noranda Aluminum Holding Corp.		1,357,600		4,819
Pan American Silver Corp.		307,093		3,980
Schnitzer Steel Industries, Inc., Class A		224,420		6,299
Steel Dynamics, Inc.		240,998		4,403
Stillwater Mining Co.A		645,500		10,186
United States Steel Corp.B		506,300		13,174
Worthington Industries, Inc.		173,404		6,381
				168,985
Paper & Forest Products - 0.40%
Domtar Corp.		95,430		8,910
Neenah Paper, Inc.		85,604		4,312
Resolute Forest Products, Inc.A B		306,970		5,476
Schweitzer-Mauduit International, Inc.		67,907		2,963
				21,661
Total Materials				303,481

See accompanying notes

10

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares	Fair Value
		(000’s)
TELECOMMUNICATION SERVICES - 0.44%
Diversified Telecommunication Services - 0.28%
Atlantic Tele-Network, Inc.	44,210	$	2,616
EchoStar Corp., Class AA	137,940		6,201
IDT Corp., Class B	82,293		1,304
Vonage Holdings Corp.A	1,270,344		4,878
			14,999
Wireless Telecommunication Services - 0.16%
Telephone & Data Systems, Inc.	323,983		8,809
Total Telecommunication Services			23,808
UTILITIES - 2.94%
Electric - 2.31%
El Paso Electric Co.	347,320		13,136
Great Plains Energy, Inc.	1,005,390		26,974
Hawaiian Electric Industries, Inc.B	707,830		16,980
IDACORP, Inc.	262,745		14,751
NorthWestern Corp.	182,010		8,806
Ormat Technologies, Inc.B	121,210		3,234
PNM Resources, Inc.	233,880		6,474
Portland General Electric Co.	965,514		32,315
TECO Energy, Inc.B	20,935		376
The Empire District Electric Co.	103,400		2,515
			125,561
Gas - 0.24%
Chesapeake Utilities Corp.	129,420		8,187
Laclede Group, Inc.	104,640		4,961
			13,148
Multi-Utilities - 0.39%
Avista Corp.	155,940		5,013
Westar Energy, Inc.	446,470		16,020
			21,033
Total Utilities			159,742
Total Common Stock (Cost $4,182,336)			5,234,383
RIGHTS - 0.00% (Cost $26)
Community Health Systems, Inc	405,600		24
SHORT-TERM INVESTMENTS - 3.43%
American Beacon U.S. Government Money Market Select Fund, Select Class	20,000,000		20,000
JPMorgan U.S. Government Money Market Fund, Capital Class	166,228,569		166,229
Total Short-Term Investments (Cost $186,229)			186,229
SECURITIES LENDING COLLATERAL - 5.11%
American Beacon U.S. Government Money Market Select Fund, Select ClassF	240,667,889		240,668
DWS Government and Agency Securities Portfolio, Institutional Class	37,364,353		37,364
Total Securities Lending Collateral (Cost $278,032)			278,032

	Fair Value
	(000’s)
TOTAL INVESTMENTS - 104.82% (Cost $4,646,623)	$	5,698,668
LIABILITIES, NET OF OTHER ASSETS - (4.82%)		(261,974	)
TOTAL NET ASSETS - 100.00%	$	5,436,694

Percentages are stated as a percent of net assets.

^A  Non-income producing security.

^B  All or a portion of this security is on loan at April 30, 2014.

^C  LLC - Limited Liability Company.

^D  PLC - Public Limited Company.

^E  REIT - Real Estate Investment Trust.

^F  The Fund is affiliated by having the same investment advisor.

See accompanying notes

11

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

Futures Contracts Open on April 30, 2014 (000’s):
Description	Type	Number of Contracts	Expiration Date	Contract Value		Unrealized Appreciation (Depreciation)
Russell 2000 Mini Index June Futures	Long	1,487	June, 2014	$	167,079	$	(6,500	)
				$	167,079	$	(6,500	)

See accompanying notes

12

American Beacon Small Cap Value Fund^SM

Statement of Assets and Liabilities

April 30, 2014 (Unaudited) (in thousands, except share and per share amounts)

Assets:
Investments in unaffiliated securities, at fair valueA,C	$	5,438,000
Investments in affiliated securities, at fair valueB		260,668
Deposit with brokers for futures contracts		7,879
Receivable for investments sold		11,587
Receivable for fund shares sold		27,104
Dividends and interest receivable		1,568
Receivable for variation margin from open futures contracts		1,109
Prepaid expenses		95
Total assets		5,748,010
Liabilities:
Payable for investments purchased		21,490
Payable for fund shares redeemed		7,646
Payable upon return of securities loaned		278,032
Foreign currency, at fair valueD		12
Administrative service and service fees payable		1,465
Transfer agent fees payable		78
Custody and fund accounting fees payable		61
Professional fees payable		20
Prospectus and shareholder reports fees payable		211
Trustee fees payable		39
Other liabilities		12
Total liabilities		311,316
Net assets	$	5,436,694
Analysis of Net Assets:
Paid-in-capital		4,019,247
Undistributed net investment income		6,308
Accumulated net realized gain		365,595
Unrealized appreciation of investments		1,052,045
Unrealized depreciation of foreign currency transactions		(1	)
Unrealized depreciation of futures contracts		(6,500	)
Net assets	$	5,436,694

See accompanying notes

13

American Beacon Small Cap Value Fund^SM

Statement of Assets and Liabilities

April 30, 2014 (Unaudited) (in thousands except share and per share amounts)

Shares outstanding at no par value (unlimited shares authorized):
Institutional Class		138,320,133
Y Class		6,533,614
Investor Class		35,196,286
Advisor Class		4,229,409
Retirement Class		466,120
A Class		1,516,625
C Class		329,674
AMR Class		15,998,743
Net assets (not in thousands):
Institutional Class	$	3,737,468,643
Y Class	$	174,862,891
Investor Class	$	923,833,361
Advisor Class	$	110,007,434
Retirement Class	$	11,910,035
A Class	$	39,337,959
C Class	$	8,397,697
AMR Class	$	430,875,738
Net asset value, offering and redemption price per share:
Institutional Class	$	27.02
Y Class	$	26.76
Investor Class	$	26.25
Advisor Class	$	26.01
Retirement Class	$	25.55
A Class	$	25.94
A Class (offering price)	$	27.52
C Class	$	25.47
AMR Class	$	26.93
A    Cost of investments in unaffiliated securities	$	4,385,955
B    Cost of investments in affiliated securities	$	260,668
C    Fair value of securities on loan	$	271,344
D    Cost of foreign currency	$	(11	)

See accompanying notes

14

American Beacon Small Cap Value Fund

Statement of Operations

Six Months ended April 30, 2014 (Unaudited) (in thousands)

Investment Income:
Dividend income from unaffiliated securities (net of foreign taxes)A	$	37,212
Dividend income from affiliated securities		1
Interest income		3
Income derived from securities lending, net		1,307
Total investment income		38,523
Expenses:
Management and investment advisory fees (Note 2)		12,319
Administrative service fees (Note 2):
Institutional Class		5,453
Y Class		216
Investor Class		1,412
Advisor Class		150
Retirement Class		17
A Class		56
C Class		15
AMR Class		122
Transfer agent fees:
Institutional Class		266
Y Class		3
Investor Class		27
Advisor Class		3
Retirement Class		2
A Class		2
C Class		1
AMR Class		7
Custody and fund accounting fees		269
Professional fees		84
Registration fees and expenses		69
Service fees (Note 2):
Y Class		72
Investor Class		1,719
Advisor Class		125
Retirement Class		14
A Class		21
C Class		6
Distribution fees (Note 2):
Advisor Class		125
Retirement Class		28
A Class		35
C Class		38
Prospectus and shareholder report expenses		144
Trustee fees		142
Other expenses		91
Total expenses		23,053
Net investment income		15,470
Realized and unrealized gain (loss) from investments:
Net realized gain (loss) from:
Investments		385,353
Commission recapture (Note 3)		114
Foreign currency transactions		(1	)
Futures contracts		24,402
Change in net unrealized appreciation or (depreciation) of:
Investments		(118,364	)
Foreign currency transactions		(2	)
Futures contracts		(14,581	)
Net gain from investments		276,921
Net increase in net assets resulting from operations	$	292,391
A Foreign taxes	$	60

See accompanying notes

15

American Beacon Small Cap Value Fund

Statement of Changes in Net Assets (in thousands)

	Six Months Ended April 30, 2014			Year Ended October 31, 2013
	(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	15,470		$	40,139
Net realized gain from investments, foreign currency, transactions and futures contracts		409,868			450,287
Change in net unrealized appreciation or (depreciation) from investments, foreign currency, transactions and futures contracts		(132,947	)		842,058
Net increase in net assets resulting from operations		292,391			1,332,484
Distributions to Shareholders:
Net investment income:
Institutional Class		(17,234	)		(28,357	)
Y Class		(643	)		(583	)
Investor Class		(1,678	)		(6,427	)
Advisor Class		(160	)		(423	)
Retirement Class		(6	)		(46	)
A Class		(58	)		(41	)
C Class		(1	)		(11	)
AMR Class		(3,813	)		(4,619	)
Net realized gain from investments:
Institutional Class		(306,261	)		(61,004	)
Y Class		(11,351	)		(1,275	)
Investor Class		(85,372	)		(20,484	)
Advisor Class		(8,358	)		(1,302	)
Retirement Class		(978	)		(190	)
A Class		(1,549	)		(120	)
C Class		(645	)		(71	)
AMR Class		(46,178	)		(8,358	)
Net distributions to shareholders		(484,285	)		(133,311	)
Capital Share Transactions:
Proceeds from sales of shares		869,263			1,408,645
Reinvestment of dividends and distributions		472,994			5
Cost of shares redeemed		(821,082	)		(972,369	)
Net increase in net assets from capital share transactions		521,175			566,911
Net increase in net assets		329,281			1,766,084
Net Assets:
Beginning of period		5,107,413			3,341,329
End of Period *	$	5,436,694		$	5,107,413
*  Includes undistributed net investment income (loss) of	$	9,617		$	17,740

See accompanying notes

16

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

1. Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”), which is comprised of twenty-eight Funds, is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified, open-end management investment company. These financial statements and notes to the financial statements relate to the American Beacon Small Cap Value Fund (the “Fund”), a series of the Trust.

American Beacon Advisors, Inc. (the “Manager”) is a wholly-owned subsidiary of Lighthouse Holdings, Inc. and was organized in 1986 to provide business management, advisory, administrative and asset management consulting services to the Trust and other investors.

Class Disclosure

The Fund has multiple classes of shares designed to meet the needs of different groups of investors. The following table sets forth the differences among the classes:

Class:	Offered to:
Institutional Class	Investors making an initial investment of $250,000
Y Class	Investors making an initial investment of $100,000
Investor Class	General public and investors investing directly or through an intermediary
Advisor Class	Investors investing through an intermediary
Retirement Class	Investors investing through an intermediary
A Class	General public and investors investing through an intermediary with applicable sales charges, which may include a front-end sales charge and a contingent deferred sales charge (“CDSC”)
C Class	General public and investors investing through an intermediary with applicable sales charges, which may include a CDSC
AMR Class	Investors in the tax-exempt retirement and benefit plans of the Manager, AMR Corporation, and its affiliates

Each class offered by the Trust has equal rights as to assets and voting privileges. Income and non-class specific expenses are allocated daily to each class on the basis of the relative net assets. Realized and unrealized capital gains and losses of each class are allocated daily based on the relative net assets of each class of the Fund. Class specific expenses, where applicable, currently include administrative service fees, service fees, and distribution fees and vary among the classes as described more fully in Note 2.

Recently Adopted Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. The amendments in the ASU enhance disclosures about offsetting of financial assets and liabilities to enable investors to understand the effect of these arrangements on a fund’s financial position. In January 2013, FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The amendments in ASU No. 2013-01 clarify the scope of disclosures required by ASU No. 2011-11. These ASUs are effective for annual periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Funds adopted ASU 2011-11 and 2013-01 effective January 1, 2013. The adoption did not have any impact on the Funds’ financial statements as the accounting standard affects only the disclosure requirements for offsetting financial instruments.

17

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

2. Transactions with Affiliates

Management Agreement

The Trust and the Manager are parties to a Management Agreement that obligates the Manager to provide or oversee the provision of all investment advisory, fund management, and securities lending services. Investment assets of the Fund are managed by multiple investment advisors which have entered into separate investment advisory agreements with the Manager and the Trust. As compensation for performing the duties required under the Management Agreement, the Manager receives from the Fund an annualized fee equal to 0.05% of the average daily net assets. The Funds pay the unaffiliated investment advisors hired to direct investment activities of the Fund. Management fees paid during the six months ended April 30, 2014 were as follows (in thousands):

Management Fee Rate			Management Fee		Amounts paid to Investment Advisors		Net Amounts Retained by Manager
	0.46	%	$	12,319	$	10,980	$	1,339

As compensation for services provided by the Manager in connection with securities lending activities, the lending Fund pays to the Manager, with respect to cash collateral posted by borrowers, a fee up to 25% of the net monthly interest income (the gross interest income earned by the investment of cash collateral, less the amount paid to borrowers and related expenses) from such activities and, with respect to loan fees paid by borrowers, a fee up to 25% of such loan fees. This fee is included in Income derived from securities lending and Management and investment advisory fees on the Statement of Operations. During the six months ended April 30, 2014, securities lending fees paid to the Manager were $140,026.

Administrative Services Agreement

The Manager and the Trust entered into an Administrative Services Agreement which obligates the Manager to provide or oversee administrative services to the Fund. As compensation for performing the duties required under the Administrative Services Agreement, the Manager receives an annualized fee of 0.30% of the average daily net assets of the Institutional, Y, Investor, Advisor, and Retirement Classes of the Fund, 0.40% of the average daily net assets of the A and C Classes of the Fund, and 0.05% of the average daily net assets of the AMR Class of the Fund.

Distribution Plans

The Fund, except for the Advisor, Retirement, A, and C Classes of the Fund, has adopted a “defensive” Distribution Plan (the “Plan”) in accordance with Rule 12b-1 under the Act, pursuant to which no separate fees will be charged to the Fund for distribution purposes. However, the Plan authorizes the management and administrative service fees received by the Manager and the investment advisors hired by the Manager to be used for distribution purposes. Under this Plan, the Fund does not intend to compensate the Manager or any other party, either directly or indirectly, for the distribution of Fund shares.

Separate Distribution Plans (the “Distribution Plans”) have been adopted pursuant to Rule 12b-1 under the Act for the Advisor, Retirement, A, and C Classes of the Fund. Under the Distribution Plans, as compensation for distribution assistance, the Manager receives an annual fee of 0.25% of the average daily net assets of the Advisor and A Classes, 0.50% of the average daily net assets of the Retirement Class, and 1.00% of the average daily net assets of the C Class. The fee will be payable without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the Manager for distribution assistance.

18

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Service Plans

The Manager and the Trust entered into Service Plans that obligate the Manager to oversee additional shareholder servicing of the Y, Investor, Advisor, Retirement, A, and C Classes. As compensation for performing the duties required under the Service Plans, the Manager receives 0.10% of the average daily net assets of the Y Class, 0.15% of the average daily net assets of the A and C Classes, 0.25% of the average daily net assets of the Advisor and Retirement Classes, and up to 0.375% of the average daily net assets of the Investor Class of the Fund.

Investment in Affiliated Funds

The Fund may invest in the American Beacon Money Market Select Fund (the “MM Select Fund”) and the American Beacon U.S. Government Money Market Select Fund (the “USG Select Fund”), (collectively the “Select Funds”). Cash collateral received by the Fund in connection with securities lending may be invested in the Select Funds. The Select Funds and the Fund have the same investment advisor and therefore, are considered to be affiliated. The Manager serves as investment advisor to the Select Funds and receives from the Select Funds an annualized fee of 0.09% of the average daily net assets of the Select Funds. During the six months ended April 30, 2014, the Manager earned fees from the Select Funds totaling $9,909 on the Fund’s direct investment in the Select Funds and $120,287 from the Fund’s securities lending collateral invested in the Select Funds.

Interfund Lending Program

Pursuant to an exemptive order by the Securities and Exchange Commission (“SEC”), the Fund, along with other registered investment companies having management contracts with the Manager, may participate in an interfund lending program. This program provides an alternative credit facility allowing the Fund to borrow from other participating Funds. During the six months ended April 30, 2014, the Fund did not participate in the program.

Expense Reimbursement Plan

The Fund has adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of fees waived or expenses reimbursed for a period of up to three years. However, reimbursement will occur only if the Class’ average net assets have grown or expenses have declined sufficiently to allow reimbursement without causing its expense ratio to exceed the previously agreed upon contractual expense limit. During the six months ended April 30, 2014, the Manager contractually agreed to reimburse the C Class $24. The reimbursed expenses will expire in 2017. The carryover of excess expenses potentially reimbursable to the Manager, but not recorded as a liability is $5,000 expiring in 2017. The Fund has not recorded a liability for potential reimbursements, due to the current assessment that a reimbursement is unlikely.

Sales Commissions

The Fund’s distributor, Foreside Fund Services, LLC (“Foreside”), may receive a portion of A Class sales charges from broker dealers and it may be used to offset distribution related expenses. For the six months ended April 30, 2014, Foreside collected $8,225 from the sale of Class A Shares.

A CDSC of 0.50% will be deducted with respect to Class A Shares on certain purchases of $1,000,000 or more that are redeemed in whole or part within 18 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 0.50% of the lesser of the original purchase price or the value of the redemption of the Class A Shares redeemed. During the six months ended April 30, 2014, there were no CDSC fees collected for Class A Shares.

19

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

A CDSC of 1.00% will be deducted with respect to Class C Shares redeemed within 12 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 1.00% of the lesser of the original purchase price or the value of the redemption of the Class C Shares redeemed. During the six months ended April 30, 2014, $1,953 in CDSC fees were collected for the Fund.

3. Security Valuation and Fair Value Measurements

Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally 4 p.m. ET, each day that the Exchange is open for business. Equity securities, including exchange traded funds (“ETFs”) for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade.

Investments in open-end mutual funds are valued at the closing net asset value (“NAV”) per share of the mutual fund on the day of valuation. Investment grade short-term obligations with 60 days or less to maturity are valued using the amortized cost method, which approximates fair value.

Securities for which market prices are not readily available or are not reflective of the fair value of the security, as determined by the Manager, will be priced at fair value following procedures approved by the Trust’s Board of Trustees (the “Board”).

Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, a Fund is required to deposit with its futures broker, an amount of cash or U.S. Government and Agency Obligations in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized, but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed on the Statement of Assets and Liabilities.

Valuation Inputs

Various inputs may be used to determine the fair value of the Fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1	-	Quoted prices in active markets for identical securities.
Level 2	-	Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others.
Level 3	-	Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Level 1 and Level 2 trading assets and trading liabilities, at fair value

Common stocks and financial derivative instruments, such as futures contracts that are traded on a national securities exchange, are stated at the last reported sale or settlement price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level 1 of the fair value hierarchy. Preferred securities and other equities traded on inactive markets or valued by reference to similar instruments are also categorized as Level 2 of the fair value hierarchy.

20

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Investments in registered open-end investment management companies will be valued based upon the NAVs of such investments and are categorized as Level 1 of the fair value hierarchy. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost which approximates fair value. These investments are categorized as Level 2 of the fair value hierarchy.

The Fund’s investments are summarized by level based on the inputs used to determine their values. U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) also requires all transfers between any levels to be disclosed. The end of period timing recognition has been adopted for the transfers between levels of the Fund’s assets and liabilities. During the six months ended April 30, 2014, there were no transfers between levels. As of April 30, 2014, the investments were classified as described below (in thousands):

	Level 1			Level 2		Level 3		Total
Common Stock*	$	5,234,383		$	—	$	—	$	5,234,383
Rights		24			—		—		24
Short-Term Investments – Money Market Funds		186,229			—		—		186,229
Securities Lending Collateral Invested in Money Market Funds		278,032							278,032
Total Investments in Securities	$	5,698,668		$	—	$	—	$	5,698,668
Financial Derivative Instruments
Futures Contracts	$	(6,500	)	$	—	$	—	$	(6,500	)

* Refer to the Schedules of Investments for Industry Information.

Security Transactions and Investment Income

Security transactions are recorded on the trade date of the security purchase or sale. The Fund may purchase securities with delivery or payment to occur at a later date. At the time the Fund enters into a commitment to purchase a security, the transaction is recorded, and the value of the security is reflected in the NAV. The value of the security may vary with market fluctuations.

Dividend income, net of foreign taxes, is recorded on the ex-dividend date, except certain dividends from foreign securities which are recorded as soon as the information is available to the Fund. Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. For financial and tax reporting purposes, realized gains and losses are determined on the basis of specific lot identification.

Dividends to Shareholders

Dividends from net investment income of the Fund normally will be declared and paid at least annually. Distributions, if any, of net realized capital gains are generally paid at least annually and recorded on the ex-dividend date.

Commission Recapture

The Fund has established brokerage commission recapture arrangements with certain brokers or dealers. If the Fund’s investment advisor chooses to execute a transaction through a participating broker, the broker rebates a portion of the commission back to the Fund. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the Fund. This amount is reported with the net realized gain in the Fund’s Statement of Operations.

Allocation of Income, Expenses, Gains, and Losses

Income, expenses (other than those attributable to a specific class), gains, and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

21

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimated.

Other

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. In the normal course of business, the Trust enters into contracts that provide indemnification to the other party or parties against potential costs or liabilities. The Trust’s maximum exposure under these arrangements is dependent on claims that may be made in the future and, therefore, cannot be estimated. The Trust has had no prior claims or losses pursuant to any such agreement.

4. Securities and Other Investments

Real Estate Investment Trusts

The Fund may own shares of real estate investment trusts (“REITs”) which report information on the source of their distributions annually. The Fund re-characterizes distributions received from REIT investments based on information provided by the REITs into the following categories: ordinary income, long-term capital gains, and return of capital. If information is not available on a timely basis from the REITs, the re-characterization will be estimated based on available information which may include the previous year allocation. If new or additional information becomes available from the REITs at a later date, a re-characterization will be made the following year. These re-characterizations are not recorded for financial statement purposes, but as an adjustment to the calculation of taxable income.

Other Investment Company Securities and Other Exchange Traded Products

The Fund may invest in shares of other investment companies, including open-end funds, closed-end funds, business development companies, ETFs, exchange-traded notes (“ETNs”), unit investment trusts, and other investment companies of the Trust. The Fund may invest in investment company securities advised by the Manager or a sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear a Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Investments in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.

5. Financial Derivative Instruments

Futures Contracts

Futures contracts are contracts to buy or sell a standard quantity of securities at a specified price on a future date. The Fund may enter into financial futures contracts as a method for keeping assets readily convertible to cash if needed to meet shareholder redemptions or for other needs while maintaining exposure to the stock or bond market, as applicable. The primary risks associated with the use of futures contracts are the possibility of illiquid markets or imperfect correlation between the values of the contracts and the underlying securities, or that the counterparty will fail to perform its obligations.

22

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Upon entering into a futures contract, the Fund is required to set aside or deposit with a broker an amount, termed the initial margin, which typically represents a portion of the face value of the futures contract. The Fund usually reflects this amount on the Schedule of Investments as a U.S. Treasury Bill held as collateral for futures contracts or as Cash deposited with broker on the Statement of Assets and Liabilities. Payments to and from the broker, known as variation margin, are required to be made on a daily basis as the price of the futures contract fluctuates. Changes in initial settlement values are accounted for as unrealized appreciation (depreciation) until the contracts are terminated, at which time realized gains and losses are recognized. Futures contracts are valued at the most recent settlement price established each day by the exchange on which they are traded.

For the six months ended April 30, 2014, the Fund entered into future contracts primarily for return enhancement and exposing cash to markets.

The Fund’s average futures contracts outstanding fluctuate throughout the operating year as required to meet strategic requirements. The following table illustrates the quarterly volume of futures contracts. For purpose of this disclosure, volume is measured by contracts outstanding at period end.

	Average Futures Contracts Outstanding
For the Quarter Ended	October 31, 2013		April 30, 2014
Small Cap Value		119		77

The following is a summary of the Fund’s derivative financial instruments categorized by risk exposure (in thousands) ^(1) (2):

Fair Values of derivative financial instruments on the Statement of Assets and Liabilities as of April 30, 2014:

Statement of Assets and Liabilities	Derivatives	Fair Value
Unrealized depreciation of futures contracts	Equity Contracts	$	6,500

The effect of financial derivative instruments on the Statement of Operations for the Period ended April 30, 2014:

Statement of Operations
Net realized gain (loss) of futures contracts	Equity Contracts	$	24,402
Change in net unrealized depreciation of futures contracts	Equity Contracts		(14,581	)

⁽¹⁾  See Note 3 in the Notes to Financial Statements for additional information.

⁽²⁾  The volume of derivative activity described above is reflective of the derivative activity through the current period of operations.

6. Principal Risks

In the normal course of business the Fund trades financial instruments and enters into financial transactions where risk of potential loss exists. Security values fluctuate (market risk) and may decline due to factors affecting securities markets in general, particular industries represented in the securities markets or conditions specifically related to a particular company. Failure of the other party to a transaction to perform (credit and counterparty risk), for example by not making principal and interest payments when due, reduces the value of the issuer’s debt and could reduce the Fund’s income. Similar to credit risk, the Fund may be exposed to counterparty risk, or the risk that an institution or other entity with which the Fund has unsettled or open transactions will fail to make required payments or otherwise comply with the terms of the instrument, transaction or contract. The potential loss could exceed the value of the financial assets recorded in the financial statements. Some of the Fund’s investments may be illiquid and the Fund may not be able to vary the portfolio investments in response to changes in economic and other conditions. If a Fund is required to liquidate all or a portion of its investments quickly, the Fund may realize significantly less than the value at which it previously recorded those investments.

23

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Market Risks

The Fund’s investments in financial derivatives and other financial instruments expose the Fund to various risks such as, but not limited to, interest rate, foreign currency and equity risks.

Interest rate risk is the risk that fixed income securities will decline in value because of changes in interest rates. As nominal interest rates rise, the value of certain fixed income securities held by the Fund is likely to decrease. A nominal interest rate can be described as the sum of a real interest rate and an expected inflation rate. Fixed income securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than securities with shorter durations. Duration is useful primarily as a measure of the sensitivity of a fixed income’s market price to interest rate (i.e. yield) movements.

If the Fund invests directly in foreign currencies or in securities that trade in, and receive revenues in, foreign currencies, or in financial derivatives that provide exposure to foreign currencies, they will be subject to the risk that those currencies will decline in value relative to the base currency of the Fund, or, in the case of hedging positions, that the Fund’s base currency will decline in value relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. As a result, the Fund’s investments in foreign currency denominated securities may reduce the returns of the Fund.

The fair values of equities, such as common stocks and preferred securities or equity related investments such as futures, may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities and equity related investments generally have greater market price volatility than fixed income securities.

Counterparty Credit Risk

A derivative contract may suffer a mark to market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

With exchange traded futures, there is less counterparty credit risk to the Funds since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, the credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, a Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency) of the clearing broker or clearinghouse. Additionally, credit risk exists in exchange traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Funds.

Cash collateral that has been pledged to cover obligations of the Fund and cash collateral received from the counterparty, if any, is reported separately on the Statement of Assets and Liabilities as Deposits

24

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

with brokers for futures contracts and Payable to brokers for futures contracts, respectively. Non-cash collateral pledged by the Funds, if any, is noted in the Schedule of Investments. Generally, the amount of collateral due from or to a party is determined at the close of business of the Fund and additional required collateral is delivered to/pledged by the Fund on the next business day. To the extent amounts due to the Funds from its counterparties are not fully collateralized, contractually or otherwise, the Funds bear the risk of loss from counterparty non-performance. The Funds attempt to mitigate counterparty risk by only entering into agreements with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties.

Offsetting Assets and Liabilities

The Fund is a party to enforceable master netting agreements between brokers and counterparties such as International Swaps and Derivatives Association (“ISDA”) agreements which provide for the right to offset under certain circumstances. The Fund employs multiple money managers and counterparties and has elected not to offset qualifying financial and derivative instruments on the Statement of Assets and Liabilities, as such all financial and derivative instruments are presented on a gross basis. The impacts of netting arrangements that provide the right to offset are detailed below. The net amount represents the net receivable or payable that would be due from or to the counterparty in the event of default. Exposure from borrowings and other financing agreements can only be netted across transactions governed by the same Master Agreement with the same legal entity. All amounts reported below represent the balance as of the report date, April 30, 2014 (in thousands):

Offsetting of Financial Assets and Derivative Assets as of April 30, 2014

Description	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts of Liabilities Presented in the Statement of Assets and  Liabilities
Futures Contracts	$	1,109	$	—	$	1,109
Securities on Loan		271,344		—		271,344
	$	272,453	$	—	$	272,453

Financial Assets, Derivative Assets, and Collateral Pledged by Counterparty as of April 30, 2014

	Net amount of Assets Presented in the Statement of Assets and Liabilities		Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty			Financial Instruments		Cash Collateral Received1			Net Amount
Barclays Capital, Inc.	$	50,067	$	—	$	(50,067	)	$	—
BNP Paribas Prime Brokerage		32,878		—		(32,878	)		—
Citigroup Global Markets, Inc.		28,328		—		(28,328	)		—
Credit Suisse Securities LLC		58,890		—		(58,890	)		—
Deutsche Bank Securities, Inc.		46,662		—		(46,662	)		—
Goldman Sachs & Co.		14,774		—		(14,774	)		—
Goldman Sachs & Co.		1,109		—		—			1,109
JPMorgan Clearing Corp.		20,050		—		(20,050	)		—
Merrill Lynch, Pierce, Fenner & Smith, Inc.		6,961		—		(6,961	)		—
Scotia Capital USA Inc.		7,893		—		(7,893	)		—
UBS Securities LLC		4,841		—		(4,841	)		—
Total:	$	272,453	$	—	$	(271,344	)	$	1,109

¹  Excess of collateral received from the individual counterparty is not shown for financial reporting purposes. Collateral with a value of $278,032 has been received in connection with securities lending transactions.

7. Federal Income and Excise Taxes

It is the policy of the Fund to qualify as a regulated investment company (“RIC”), by complying with all applicable provisions of Subchapter M of the Internal Revenue Code, as amended, and to make distribution of taxable income sufficient to relieve it from substantially all federal income and excise taxes. For federal income tax purposes, the Fund is treated as a single entity for the purpose of determining such qualification.

25

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

The Fund does not have any unrecognized tax benefits in the accompanying financial statements. The tax years for the periods ended October 31, 2010, 2011, 2012, and 2013 remain subject to examination by the Internal Revenue Service. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statement of Operations.

Dividends are categorized in accordance with income tax regulations which may treat certain transactions differently than U.S. GAAP. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

A Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on returns of income earned or gains realized or repatriated. Taxes are accrued and applied to net investment income, net realized capital gains and net unrealized appreciation or depreciation, as applicable, as the income is earned or capital gains are recorded.

The tax character of distributions paid were as follows (in thousands):

	Six Months Ended April 30, 2014		Year Ended October 31, 2013
	(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	99,898	$	28,357
Y Class		3,707		583
Investor Class		24,721		6,427
Advisor Class		2,416		423
Retirement Class		270		46
A Class		476		41
C Class		174		11
AMR Class		16,277		4,619
Long-Term Capital gain
Institutional Class		223,598		61,004
Y Class		8,287		1,275
Investor Class		62,329		20,484
Advisor Class		6,102		1,302
Retirement Class		714		190
A Class		1,131		120
C Class		471		71
AMR Class		33,714		8,358
Total distributions paid	$	484,285	$	133,311

* For tax purposes, short-term capital gains are considered ordinary income distributions.

As of April 30, 2014, the components of distributable earnings or (deficits) on a tax basis were as follows (in thousands):

Cost basis of investments for federal income tax purposes	$	4,681,879
Unrealized appreciation		1,135,749
Unrealized depreciation		(118,960	)
Net unrealized appreciation		1,016,789
Undistributed ordinary income		70,373
Accumulated long-term gain		336,786
Other temporary differences		(6,501	)
Distributable earnings or (deficits)	$	1,417,447

Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The temporary differences between financial reporting and tax-basis reporting of unrealized appreciation or (depreciation) are attributable primarily to the tax deferral of losses from wash sales, the realization for tax purposes of unrealized gains or (losses) on certain derivative instruments, and reclassifications of income from real estate investment securities.

26

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Due to inherent differences in the recognition of income, expenses and realized gains/losses under U.S. GAAP and federal income tax regulations, permanent differences between book and tax reporting have been identified and appropriately reclassified on the Statement of Assets and Liabilities.

Accordingly, the following amounts represent current year permanent differences derived from reclassifications of income from real estate investment securities as of April 30, 2014 (in thousands):

Paid-in-capital	$	(27	)
Undistributed net investment income		(3,309	)
Accumulated net realized gain (loss)		3,335
Unrealized appreciation or (depreciation) of investments and futures contracts		1

Under the Regulated Investment Company Modernization Act of 2010 (the “RIC MOD”), net capital losses recognized by the Fund in taxable years beginning after December 22, 2010 are carried forward indefinitely and retain their character as short-term and/or long-term losses. Prior to RIC MOD, net capital losses incurred by the Fund were carried forward for eight years and treated as short-term losses. RIC MOD requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of April 30, 2014, the Fund did not have capital loss carryforwards.

8. Investment Transactions

The aggregate cost of purchases and proceeds from sales of investments, other than short-term obligations, for the six months ended April 30, 2014 were $2,025,177 and $1,804,461, respectively (in thousands).

A summary of the Fund’s direct transactions and security lending collateral transactions in the Select Funds for the six months ended April 30, 2014 is set forth below (in thousands):

Type of Transaction	Affiliate	October 31, 2013 Shares/Fair Value		Purchases		Sales		April 30, 2014 Shares/Fair Value		Dividend Income
Direct	USG Select Fund	$	20,000	$	—	$	—	$	20,000	$	1
Securities Lending	USG Select Fund		267,629		430,498		457,459		240,668	$	—

9. Securities Lending

The Fund may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income. The borrowers are required to secure their loans continuously with collateral in an amount at least equal to the fair value of the securities loaned, initially in an amount at least equal to 102% of the fair value of domestic securities loaned and 105% of the fair value of international securities loaned. Collateral is monitored and marked to market daily. Daily mark to market amounts are required to be paid to the borrower or received from the borrower by the end of the following business day. This one day settlement for mark to market amounts may result in the collateral being temporarily less than the value of the securities on loan or temporarily more than the required minimum collateral.

To the extent that a loan is collateralized by cash, such cash collateral shall be invested by the securities lending agent (the “Agent”) in money market mutual funds, and other short-term investments, provided the investments meet certain quality and diversification requirements. Securities purchased with cash collateral proceeds are listed in the Fund’s Schedule of Investments and the collateral is shown on the Statements of Assets and Liabilities as a payable.

Securities lending income is generated from the demand premium (if any) paid by the borrower to borrow a specific security and from the return on investment of cash collateral, reduced by negotiated rebate

27

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

fees paid to the borrower and transaction costs. To the extent that a loan is secured by non-cash collateral, securities lending income is generated as a demand premium reduced by transaction costs. The Fund, the Agent, and the Manager retained 80%, 10%, and 10%, respectively, of the income generated from securities lending.

While securities are on loan, the Fund continues to receive certain income associated with that security and any gain or loss in the market price that may occur during the term of the loan. In the case of domestic equities, the value of any dividend is received in the form of a substitute payment approximately equal to the dividend. In the case of foreign securities, a negotiated amount is received that is less than the actual dividend, but higher than the dividend amount minus the foreign tax that the Fund would be subject to on the dividend.

Securities lending transactions pose certain risks to the Fund, including that the borrower may not provide additional collateral when required or return the securities when due, that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower, that non-cash collateral may be subject to legal constraints in the event of a borrower bankruptcy, and that the cash collateral investments could become illiquid and unable to be used to return collateral to the borrower. The Fund could also experience delays and costs in gaining access to the collateral. The Fund bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower and any action which impairs its ability to liquidate non-cash collateral to satisfy a borrower default.

As of April 30, 2014, the value of outstanding securities on loan and the value of collateral was as follows (in thousands):

Fair Value of Securities on Loan		Non-Cash Collateral		Cash Collateral Posted by Borrower
$	260,668	$	—	$	278,032

Cash collateral is listed in the Fund’s Schedule of Investments and is shown on the Statement of Assets and Liabilities. Income earned on these investments is included in Income derived from securities lending in the Statement of Operations.

Non-cash collateral received by the Fund may not be sold or re-pledged except to satisfy a borrower default. Therefore, non-cash collateral is not included on the Fund’s Schedule of Investments or Statement of Assets and Liabilities.

28

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

10. Capital Share Transactions

The tables below summarize the activity in capital shares for each Class of the Fund (dollars and shares in thousands):

For the Six Months Ended April 30, 2014

	Institutional Class						Y Class						Investor Class						Advisor Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		20,106		$	549,740			2,702		$	73,373			4,794		$	127,600			1,151		$	30,069
Reinvestment of dividends		11,848			315,751			397			10,475			3,287			85,209			331			8,518
Shares redeemed		(15,957	)		(433,889	)		(983	)		(26,883	)		(7,137	)		(188,527	)		(506	)		(13,211	)
Net increase in shares outstanding		15,997		$	431,602			2,116		$	56,965			944		$	24,282			976		$	25,376

	Retirement Class						A Class						C Class						AMR Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		116		$	2,978			1,179		$	30,741			95		$	2,455			1,869		$	52,307
Reinvestment of dividends		39			984			58			1,480			23			586			1,883			49,991
Shares redeemed		(81	)		(2,105	)		(217	)		(5,656	)		(29	)		(747	)		(5,696	)		(150,064	)
Net increase (decrease) in shares outstanding		74		$	1,857			1,020		$	26,565			89		$	2,294			(1,944	)	$	(47,766	)

For the Year Ended October 31, 2013

	Institutional Class						Y Class						Investor Class						Advisor Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		37,159		$	902,916			3,218		$	79,916			8,515		$	204,966			1,651		$	39,639
Reinvestment of dividends		4,074			87,155			76			1,609			1,280			26,702			83			1,725
Shares redeemed		(22,965	)		(558,334	)		(743	)		(18,501	)		(12,103	)		(280,730	)		(678	)		(15,889	)
Net increase (decrease) in shares outstanding		18,268		$	431,737			2,551		$	63,024			(2,308	)	$	(49,062	)		1,056		$	25,475

	Retirement Class						A Class						C Class						AMR Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		241		$	5,651			379		$	9,237			137		$	3,248			6,574		$	163,072
Reinvestment of dividends		12			236			8			151			4			80			609			12,977
Shares redeemed		(178	)		(3,948	)		(90	)		(2,136	)		(17	)		(396	)		(3,840	)		(92,435	)
Net increase in shares outstanding		75		$	1,939			297		$	7,252			124		$	2,932			3,343		$	83,616

29

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months			Year Ended October 31,
	Ended
	April 30,
	2014			2013			2012			2011A			2010			2009
	(unaudited)
Net asset value, beginning of period	$	28.04		$	21.04		$	18.75		$	17.84		$	14.39		$	12.53
Income from investment operations:
Net investment income (loss)		0.08			0.25			0.17			0.08			0.08			0.10
Net gains (losses) from investments (both realized and unrealized)		1.49			7.60			2.20			0.92			3.46			1.96
Total income (loss) from investment operations		1.57			7.85			2.37			1.00			3.54			2.06
Less distributions:
Dividends from net investment income		(0.14	)		(0.27	)		(0.08	)		(0.09	)		(0.09	)		(0.20	)
Distributions from net realized gains		(2.45	)		(0.58	)		—			—			—			—
Total distributions		(2.59	)		(0.85	)		(0.08	)		(0.09	)		(0.09	)		(0.20	)
Net asset value, end of period	$	27.02		$	28.04		$	21.04		$	18.75		$	17.84		$	14.39
Total return B		5.73	%C		38.59	%		12.71	%		5.57	%		24.71	%		16.97	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	3,737,469		$	3,430,107		$	2,189,761		$	1,843,285		$	1,470,084		$	1,040,805
Ratios to average net assets:
Expenses before reimbursements		0.80	%D		0.82	%		0.82	%		0.82	%		0.81	%		0.84	%
Expenses, net of reimbursements		0.80	%		0.82	%		0.82	%		0.82	%		0.81	%		0.84	%
Net investment income (loss), before reimbursements		0.63	%D		1.01	%		0.87	%		0.47	%		0.52	%		0.87	%
Net investment income (loss), net of reimbursements		0.63	%D		1.01	%		0.87	%		0.47	%		0.52	%		0.87	%
Portfolio turnover rate		35	%C		48	%		51	%		59	%		59	%		61	%

^A On November 30, 2010, Metropolitan West Capital Management LLC was terminated and ceased managing assets of the Small Cap Value Fund.

^B Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C Not annualized.

^D Annualized

^E Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.

30

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class																		Investor Class
Six Months			Year Ended October 31,												Aug. 03			Six Months			Year Ended October 31,
Ended															to			Ended
April 30,															Oct. 31,			April 30,
2014			2013			2012			2011A			2010			2009			2014			2013			2012			2011A			2010			2009
(unaudited)																		(unaudited)
$	27.81		$	20.89		$	18.66		$	17.76		$	14.37		$	14.03		$	27.27		$	20.47		$	18.23		$	17.40		$	14.05		$	12.22
	0.09			0.22			0.15			0.06			0.14			—			0.04			0.18			0.11			0.02			0.03			0.08
	1.45			7.55			2.19			0.92			3.36			0.34			1.44			7.38			2.13			0.88			3.37			1.91
	1.54			7.77			2.34			0.98			3.50			0.34			1.48			7.56			2.24			0.90			3.40			1.99
	(0.14	)		(0.27	)		(0.11	)		(0.08	)		(0.11	)		—			(0.05	)		(0.18	)		—			(0.07	)		(0.05	)		(0.16	)
	(2.45	)		(0.58	)		—			—			—			—			(2.45	)		(0.58	)		—			—			—			—
	(2.59	)		(0.85	)		(0.11	)		(0.08	)		(0.11	)		—			(2.50	)		(0.76	)		—			(0.07	)		(0.05	)		(0.16	)
$	26.76		$	27.81		$	20.89		$	18.66		$	17.76		$	14.37		$	26.25		$	27.27		$	20.47		$	18.23		$	17.40		$	14.05
	5.66	%C		38.45	%		12.58	%		5.49	%		24.44	%		2.42	%C		5.54	%C		38.11	%		12.31	%		5.20	%		24.21	%		16.59	%
$	174,863		$	122,850		$	38,982		$	29,234		$	931		$	1		$	923,833		$	934,041		$	748,550		$	843,400		$	911,737		$	719,239
	0.89	%D		0.91	%		0.91	%		0.94	%		0.91	%		1.11	%D		1.16	%D		1.18	%		1.18	%		1.17	%		1.18	%		1.15	%
	0.89	%D		0.91	%		0.91	%		0.94	%		0.91	%		1.11	%D		1.16	%D		1.18	%		1.18	%		1.17	%		1.18	%		1.15	%
	0.51	%D		0.74	%		0.77	%		0.30	%		0.39	%		0.03	%D		0.29	%D		0.73	%		0.51	%		0.12	%		0.17	%		0.59	%
	0.51	%D		0.74	%		0.77	%		0.30	%		0.39	%		0.03	%D		0.29	%D		0.73	%		0.51	%		0.12	%		0.17	%		0.59	%
	35	%C		48	%		51	%		59	%		59	%		61	%E		35	%C		48	%		51	%		59	%		59	%		61	%

31

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Advisor Class
	Six Months			Year Ended October 31,
	Ended
	April 30
	2014			2013			2012			2011A			2010			2009
	(unaudited)
Net asset value, beginning of period	$	27.06		$	20.35		$	18.15		$	17.33		$	13.97		$	12.13
Income from investment operations:
Net investment income (loss)		0.03			0.14			0.06			(0.01	)		0.01			0.06
Net gains (losses) from investments (both realized and unrealized)		1.42			7.34			2.14			0.89			3.35			1.90
Total income (loss) from investment operations		1.45			7.48			2.20			0.88			3.36			1.96
Less distributions:
Dividends from net investment income		(0.05	)		(0.19	)		—			(0.06	)		—			(0.12	)
Distributions from net realized gains		(2.45	)		(0.58	)		—						—			—
Total distributions		(2.50	)		(0.77	)		—			(0.06	)		—			(0.12	)
Net asset value, end of period	$	26.01		$	27.06		$	20.35		$	18.15		$	17.33		$	13.97
Total return B		5.47	%C		37.93	%		12.18	%		5.07	%		24.05	%		16.41	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	110,007		$	88,033		$	44,731		$	33,032		$	32,295		$	28,333
Ratios to average net assets:
Expenses before reimbursements		1.29	%D		1.31	%		1.32	%		1.32	%		1.32	%		1.34	%
Expenses, net of reimbursements		1.29	%D		1.31	%		1.32	%		1.32	%		1.32	%		1.31	%
Net investment income (loss), before reimbursements		0.13	%D		0.46	%		0.35	%		(0.02	)%		0.03	%		0.44	%
Net investment income (loss), net of reimbursements		0.13	%D		0.46	%		0.35	%		(0.02	)%		0.03	%		0.48	%
Portfolio turnover rate		35	%C		48	%		51	%		59	%		59	%		61	%

^A On November 30, 2010, Metropolitan West Capital Management LLC was terminated and ceased managing assets of the Small Cap Value Fund.

^B Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C Not annualized.

^D Annualized

^E Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.

32

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Retirement Class
	Six Months			Year Ended October 31,												May 1
	Ended															to
	April 30,															Oct. 31,
	2014			2013			2012			2011A			2010			2009
	(unaudited)
Net asset value, beginning of period	$	26.63		$	20.05		$	18.01		$	17.23		$	13.95		$	11.58
Income from investment operations:
Net investment income (loss)		0.00			0.09			0.06			0.02			0.04			(0.02	)
Net gains (losses) from investments (both realized and unrealized)		1.38			7.21			2.05			0.81			3.28			2.39
Total income (loss) from investment operations		1.38			7.30			2.11			0.83			3.32			2.37
Less distributions:
Dividends from net investment income		(0.01	)		(0.14	)		(0.07	)		(0.05	)		(0.04	)		—
Distributions from net realized gains		(2.45	)		(0.58	)					—			—			—
Total distributions		(2.46	)		(0.72	)		(0.07	)		(0.05	)		(0.04	)		—
Net asset value, end of period	$	25.55		$	26.63		$	20.05		$	18.01		$	17.23		$	13.95
Total return B		5.35	%C		37.52	%		11.77	%		4.79	%		23.82	%		20.47	%C
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	11,910		$	10,446		$	6,366		$	1,817		$	360		$	1
Ratios to average net assets:
Expenses before reimbursements		1.57	%D		1.60	%		1.63	%		1.62	%		1.54	%		1.53	%D
Expenses, net of reimbursements		1.57	%D		1.60	%		1.63	%		1.62	%		1.54	%		1.53	%D
Net investment income (loss), before reimbursements		(0.14	)%D		0.29			0.02	%		(0.35	)%		(0.20	)%		(0.28	)%D
Net investment income (loss), net of reimbursements		(0.14	)%D		0.29			0.02	%		(0.35	)%		(0.20	)%		(0.28	)%D
Portfolio turnover rate		35	%C		48	%		51	%		59	%		59	%		61	%E

33

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	A Class															C Class
	Six Months			Year Ended October 31,									May 17			Six Months			Year Ended October 31,									Sept. 1
	Ended												to			Ended												to
	April 30,												Oct. 31,			April 30,												Oct. 31,
	2014			2013			2012			2011A			2010			2014			2013			2012			2011A			2010
	(unaudited)															(unaudited)
Net asset value, beginning of period	$	27.03		$	20.35		$	18.19		$	17.39		$	17.33		$	26.60		$	20.07		$	18.04		$	17.37		$	15.62
Income from investment operations:
Net investment income (loss)		0.08			0.16			0.08			0.03			0.00			(0.03	)		0.03			(0.03	)		(0.04	)		(0.01	)
Net gains (losses) from investments (both realized and unrealized)		1.37			7.30			2.12			0.83			0.06			1.35			7.17			2.06			0.74			1.76
Total income (loss) from investment operations		1.45			7.46			2.20			0.86			0.06			1.32			7.20			2.03			0.70			1.75
Less distributions:
Dividends from net investment income		(0.09	)		(0.20	)		(0.04	)		(0.06	)		—			0.00			(0.09	)					(0.03	)		—
Distributions from net realized gains		(2.45	)		(0.58	)					—			—			(2.45	)		(0.58	)					—			—
Total distributions		(2.54	)		(0.78	)		(0.04	)		(0.06	)		—			(2.45	)		(0.67	)					(0.03	)		—
Net asset value, end of period	$	25.94		$	27.03		$	20.35		$	18.19		$	17.39		$	25.47		$	26.60		$	20.07		$	18.04		$	17.37
Total return B		5.50	%C		37.83	%		12.11	%		4.92	%		0.35	%C		5.06	%C		36.88	%		11.25	%		4.06	%		11.20	%C
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	39,338		$	13,418		$	4,064		$	1,822		$	18		$	8,398		$	6,396		$	2,330		$	1,106		$	6
Ratios to average net assets:
Expenses before reimbursements		1.30	%D		1.35	%		1.44	%		1.57	%		1.28	%D		2.07	%D		2.09	%		2.21	%		2.60	%		2.69	%D
Expenses, net of reimbursements		1.30	%D		1.32	%		1.34	%		1.57	%		1.28	%D		2.07	%D		2.07	%		2.10	%		2.60	%		2.10	%D
Net investment income (loss), before reimbursements		0.05	%D		0.30	%		0.21	%		(0.32	)%		0.01	%D		(0.65	)%D		(0.41	)%		(0.54	)%		(1.36	)%		(1.86	)%D
Net investment income (loss), net of reimbursements		0.05	%D		0.34	%		0.32	%		(0.32	)%		0.01	%D		(0.65	)%D		(0.39	)%		(0.43	)%		(1.36	)%		(1.28	)%D
Portfolio turnover rate		35	%C		48	%		51	%		59	%		59	%E		35	%C		48	%		51	%		59	%		59	%E

^A On November 30, 2010, Metropolitan West Capital Management LLC was terminated and ceased managing assets of the Small Cap Value Fund.

^B Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C Not annualized.

^D Annualized

^E Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

34

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	AMR Class
	Six Months			Year Ended October 31,
	Ended
	April 30,
	2014			2013			2012			2011			2010			2009
	(unaudited)
Net asset value, beginning of period	$	27.99		$	21.00		$	18.71		$	17.76		$	14.32		$	12.48
Income from investment operations:
Net investment income		0.16			0.23			0.34			0.13			0.18			0.11
Net gains (losses) from investments (both realized and unrealized)		1.43			7.66			2.08			0.92			3.38			1.97
Total income (loss) from investment operations		1.59			7.89			2.42			1.05			3.56			2.08
Less distributions:
Dividends from net investment income		(0.20	)		(0.32	)		(0.13	)		(0.10	)		(0.12	)		(0.24	)
Distributions from net realized gains		(2.45	)		(0.58	)					—			—			—
Total distributions		(2.65	)		(0.90	)		(0.13	)		(0.10	)		(0.12	)		(0.24	)
Net asset value, end of period	$	26.93		$	27.99		$	21.00		$	18.71		$	17.76		$	14.32
Total return		5.87	%C		38.95	%		13.00	%		5.85	%		25.00	%		17.30	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	430,876		$	502,122		$	306,545		$	338,723		$	320,715		$	271,066
Ratios to average net assets:
Expenses before reimbursements		0.54	%D		0.56	%		0.56	%		0.56	%		0.57	%		0.59	%
Expenses, net of reimbursements		0.54	%D		0.56	%		0.56	%		0.56	%		0.57	%		0.59	%
Net investment income (loss), before reimbursements		0.90	%D		1.26	%		1.14	%		0.72	%		0.76	%		1.11	%
Net investment income (loss), net of reimbursements		0.90	%D		1.26	%		1.14	%		0.72	%		0.76	%		1.11	%
Portfolio turnover rate		35	%C		48	%		51	%		59	%		59	%		61	%

^A On November 30, 2010, Metropolitan West Capital Management LLC was terminated and ceased managing assets of the Small Cap Value Fund.

^B Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C Not annualized.

^D Annualized

35

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37

Delivery of Documents

eDelivery is NOW AVAILABLE- Stop traditional mail delivery and receive your

shareholder reports and summary prospectus on-line. Sign up at

www.americanbeaconfunds.com

If you invest in the Fund through a financial institution, you may be able to receive the Fund’s regulatory mailings, such as the Summary Prospectus, Annual Report and Semi-Annual Report, by email. If you are interest in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.

To obtain more information about the Fund:

By E-mail: american_beacon.funds@ambeacon.com	On the Internet: Visit our website at www.americanbeaconfunds.com
By Telephone: Institutional, Y, Investor, Advisor, and Retirement Classes Call (800) 658-5811 AMR ClassSM Call (800) 345-2345	By Mail: American Beacon Funds P.O. Box 219643 Kansas City, MO 64121-9643
Availability of Quarterly Portfolio Schedules In addition to the Schedule of Investments provided in each semi-annual and annual report, the Fund files a complete schedule of its portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-Q as of the first and third fiscal quarters. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling (202) 551-8090. A complete schedule of the Fund’s portfolio holdings is also available at www.americanbeaconfunds.com approximately twenty days after the end of each month.	Availability of Proxy Voting Policy and Records A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available in the Fund’s Statement of Additional Information, is available free of charge on the Fund’s website www.americanbeaconfunds.com and by calling 1-800-967-9009 or by accessing the SEC’s website at www.sec.gov. The Fund’s proxy voting record for the most recent year ended June 30 is filed annually with the SEC on Form N-PX. The Fund’s Forms N-PX are available on the SEC’s website at www.sec.gov. The Fund’s proxy voting record may also be obtained by calling 1-800-967-9009.

Fund Service Providers:

CUSTODIAN State Street Bank and Trust Boston, Massachusetts TRANSFER AGENT Boston Financial Data Services Kansas City, Missouri INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP Dallas, Texas DISTRIBUTOR Foreside Fund Services, LLC Portland, Maine

This report is prepared for shareholders of the American Beacon Funds and may be distributed to others only if preceded or accompanied by a current Prospectus or Summary Prospectus.

American Beacon Funds and American Beacon Small Cap Value Fund are service marks of American Beacon Advisors, Inc.

SAR 04//14        

About American Beacon Advisors

Since 1986, American Beacon Advisors has offered a variety of products and investment advisory services to numerous institutional and retail clients, including a variety of mutual funds, corporate cash management, and separate account management.

Our clients include defined benefit plans, defined contribution plans, foundations, endowments, corporations, financial planners, and other institutional investors. With American Beacon Advisors, you can put the experience of a multi-billion dollar asset management firm to work for your company.

Contents

President’s Message	1
Performance Overviews	2
Schedule of Investments:
Emerging Markets Fund	9
International Equity Fund	15
Financial Statements	20
Notes to the Financial Statements	24
Financial Highlights	42
Additional Information	Back Cover

Emerging Markets

The Fund may invest in futures contracts, which are a type of derivative investment. Investing in derivatives could result in losing more than the amount invested. Investing in foreign securities entails additional risk not associated with domestic securities, such as currency fluctuations, economic and political instability and differences in accounting standards. The risks of investing in foreign securities are heightened when investing in emerging markets. Please see the prospectus for a complete discussion of the Fund’s risks.

International Equity

The Fund may invest in futures contracts, which are a type of derivative investment. Investing in derivatives could result in losing more than the amount invested. Investing in foreign securities entails additional risk not associated with domestic securities, such as currency fluctuations, economic and political instability and differences in accounting standards. The intrinsic value of stocks selected for the Fund may never be realized by the market, and the prices of value stocks may go down. While investing in value stocks may limit downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk. The Fund may participate in a securities lending program. Please see the prospectus for a complete discussion of the Fund’s risks.

Any opinions herein, including forecasts, reflect our judgment as of the end of the reporting period and are subject to change. Each advisor’s strategies and the Fund’s portfolio composition will change depending on economic and market conditions. This report is not a complete analysis of market conditions and, therefore, should not be relied upon as investment advice. Although economic and market information has been compiled from reliable sources, American Beacon Advisors, Inc. makes no representation as to the completeness or accuracy of the statements contained herein.

American Beacon Funds April 30, 2014

Dear Shareholders,   At the beginning of 2014, international stock markets paused to catch their breath after strong returns in 2013. The MSCI EAFE Index returned a robust 22.78% in 2013, but that growth slowed to less than 1% over the first quarter of 2014.   The slowdown was caused in part by the appreciation of foreign currencies, which resulted in lower returns for dollar-based investors. In addition, the U.S. struggled through a notably harsh winter, while Japan dealt with a tax increase – scheduled to take place on April 1 – that many feared would dampen its economy.

Meanwhile, in the world’s less-developed economies, the reverse was true. After a discouraging 2013, emerging markets turned around in 2014. After declining by 2.60% in 2013, the MSCI Emerging Markets Index posted a positive return of 6.84% for the three months that ended on April 30. Comforting election results in Turkey and reduced tensions between Russia, Ukraine and Crimea helped fuel emerging markets and offset earlier losses. For the full period under review the index was down 2.98%.

This disparity of returns between developed and emerging markets highlights the need for a diversified portfolio. American Beacon is proud to offer funds that allow investors to take advantage of a variety of different asset classes. For the six months ended April 30, 2014:

• The American Beacon International Equity Fund (Investor Class) returned 3.87%.

• The American Beacon Emerging Markets Fund (Investor Class) returned -0.59%.

Thank you for your continued investment in the American Beacon Funds. For additional information about the Funds or to access your account information, please visit our website at www.americanbeaconfunds.com.

Best Regards,

Gene L. Needles, Jr.

President

American Beacon Funds

1

American Beacon Emerging Markets Fund^SM

Performance Overview

April 30, 2014 (Unaudited)

The Investor Class of the Emerging Markets Fund (the “Fund”) returned -0.59% for the six months ended April 30, 2014. The Fund outperformed the MSCI Emerging Markets Index (the “Index”) return of -2.98% for the period.

Total Returns for the Period ended 4/30/2014

	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,2,8)		-0.37	%		1.38	%		11.00	%		10.09	%
Y Class (1,3,8)		-0.45	%		1.20	%		10.87	%		10.03	%
Investor Class (1,4,8)		-0.59	%		0.93	%		10.54	%		9.71	%
A Class with sales charge (1,5,8)		-6.30	%		-4.87	%		9.24	%		9.05	%
A Class without sales charge (1,5,8)		-0.56	%		0.97	%		10.53	%		9.70	%
C Class with sales charges (1,6,8)		-1.88	%		-0.78	%		9.94	%		9.40	%
C Class without sales charge (1,6,8)		-0.88	%		0.22	%		9.94	%		9.40	%
AMR Class (1,8)		-0.39	%		1.35	%		11.04	%		10.25	%
MSCI Emg Mkts Index (7)		-2.98	%		-1.84	%		11.08	%		11.09	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.

2. A portion of the fees charged to the Institutional Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010.

3. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/04 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/04. A portion of the fees charged to the Y Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010.

4. A portion of the fees charged to the Investor Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010.

5. Fund performance for the five-year and ten-year periods represent returns achieved by the Investor Class from 4/30/04 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/04. A portion of the fees charged to the A Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum sales charge for A Class is 5.75%.

6. Fund performance for the five-year and ten-year periods represent returns achieved by the Investor Class from 4/30/04 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher

than they would have been had the C Class been in existence since 4/30/04. A portion of the fees charged to the C Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum contingent deferred sales charge for C Class is 1.00% for shares redeemed within one year of the date of purchase.

7. The MSCI Emerging Markets Index is a market capitalization weighted index composed of companies that are representative of the market structure of developing countries in Latin America, Asia, Eastern Europe, the Middle East and Africa. One cannot directly invest in an index.

8. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, A, C, and AMR Class shares was 1.65%, 1.76%, 1.96%, 2.20%, 3.27%, and 1.40%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

The Fund outperformed the Index over the six-month period as a result of positive stock selection and country allocation.

Stock selections in India contributed to the Fund’s relative outperformance during the prior six months. Within India, the Fund benefited from investing in UPL Ltd. (up 63.5%), Reliance Infrastructure Ltd. (up 20.7%) and Indian Oil Corp Ltd. (up 32.9%).

Relative contribution from country allocation was positive for the six-month period, as the Fund added value through overweighting India (up 6.8%) and underweighting China (down 6.9%). Underweighting Taiwan and South Africa (up 2.2% and 1.7%, respectively) detracted from relative performance during the period.

The Fund’s basic philosophy remains focused on investing in attractively valued companies with above-average earnings growth expectations.

2

American Beacon Emerging Markets Fund^SM

Performance Overview

April 30, 2014 (Unaudited)

Top Ten Holdings (% Net Assets)

Samsung Electronics Co. Ltd.		3.7
Petroleo Brasileiro S.A. Sponsored		2.6
China Mobile Ltd.		1.9
Banco Santander Brasil S.A.		1.7
Gazprom OAO Sponsored		1.7
KB Financial Group, Inc.		1.6
America Movil, S.A.B. de C.V.		1.5
Hyundai Motor Co. Ltd.		1.5
POSCO		1.5
Shinhan Financial Group Co. Ltd.		1.5
Total Fund Holdings	298

Sector Allocation (% Equities)

Financials	28.2
Information Technology	11.1
Consumer Discretionary	10.2
Telecommunication Services	9.9
Energy	9.3
Industrials	9.1
Materials	8.2
Consumer Staples	6.6
Utilities	4.8
Health Care	2.5
Industrial	0.1

Country Allocation (% Equities)

South Korea	19.4
Hong Kong/China	17.8
Brazil	15.6
India	11.0
Taiwan	6.2
Mexico	5.2
Russia	4.6
Turkey	2.7
Thailand	2.5
South Africa	2.2
Poland	1.9
Hungary	1.7
Philippines	1.4
Austria	1.3
Malaysia	1.0
Czech Republic	1.0
Indonesia	0.9
Colombia	0.6
Peru	0.5
Switzerland	0.4
Singapore	0.4
Chile	0.3
Argentina	0.3
United Kingdom	0.3
United Arab Emirates	0.2
Spain	0.2
Qatar	0.2
Japan	0.1
Netherlands	0.1

3

American Beacon Emerging Markets Fund^SM

Fund Expenses

April 30, 2014 (Unaudited)

Fund Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, such as sales charges (loads) on purchase payments and redemption fees, and (2) ongoing costs, including management fees, administrative service fees, distribution (12b-1) fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2013 through April 30, 2014.

Actual Expenses

The “Actual” lines of the table provide information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. Shareholders of the Investor and Institutional Classes that invest in the Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

Hypothetical Example for Comparison Purposes

The “Hypothetical” lines of the table provide information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in the Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. Shareholders of the Investor and Institutional

Classes that invest in the Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by the Fund, such as sales charges (loads) or redemption fees. Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the “Hypothetical” lines of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

	Beginning Account Value 11/1/13		Ending Account Value 4/30/14		Expenses Paid During Period* 11/1/13-4/30/14
Institutional Class
Actual	$	1,000.00	$	996.33	$	6.68
Hypothetical **	$	1,000.00	$	1,018.10	$	6.76
Y Class
Actual	$	1,000.00	$	995.46	$	7.17
Hypothetical **	$	1,000.00	$	1,017.60	$	7.25
Investor Class
Actual	$	1,000.00	$	994.07	$	8.85
Hypothetical **	$	1,000.00	$	1,015.92	$	8.95
A Class
Actual	$	1,000.00	$	994.43	$	8.85
Hypothetical **	$	1,000.00	$	1,015.92	$	8.95
AMR Class
Actual	$	1,000.00	$	996.11	$	6.29
Hypothetical **	$	1,000.00	$	1,018.50	$	6.36
C Class
Actual	$	1,000.00	$	991.22	$	12.54
Hypothetical **	$	1,000.00	$	1,012.20	$	12.67

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 1.35%, 1.45%, 1.79%, 1.79%, 2.54% and 1.27% for the Institutional, Y, Investor, A, C and AMR Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

4

American Beacon International Equity Fund^SM

Performance Overview

April 30, 2014 (Unaudited)

The Investor Class of the International Equity Fund (the “Fund”) returned 3.87% for the six months ended April 30, 2014. The Fund underperformed the MSCI EAFE Index (the “Index”) return of 4.44%.

Total Returns for the Period ended 4/30/2014

	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,8)		4.04	%		17.83	%		14.58	%		7.48	%
Y Class (1,2,8)		3.97	%		17.71	%		14.47	%		7.43	%
Investor Class (1,8)		3.87	%		17.47	%		14.19	%		7.15	%
Advisor Class (1,3,8)		3.83	%		17.32	%		13.95	%		6.90	%
Retirement Class (1,4,8)		3.66	%		17.01	%		13.80	%		6.82	%
A Class with sales charge (1,5,8)		-2.19	%		10.51	%		12.70	%		6.45	%
A Class without sales charge (1,5,8)		3.80	%		17.28	%		14.05	%		7.09	%
C Class with sales charge (1,6,8)		2.40	%		15.36	%		13.39	%		6.78	%
C Class without sales charge (1,6,8)		3.40	%		16.36	%		13.39	%		6.78	%
AMR Class (1,8)		4.18	%		18.23	%		14.88	%		7.76	%
MSCI EAFE Index (7)		4.44	%		13.35	%		13.58	%		6.93	%

* Not annualized

1. Please note the recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.

2. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/04 up to 8/3/09, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/04.

3. A portion of the fees charged to the Advisor Class of the Fund was waived from 2006 through 2007 and in 2009. Performance prior to waiving fees was lower than the actual returns shown for those periods.

4. Fund performance for the five-year and ten-year periods represent the returns achieved by the Advisor Class from 4/30/04 up to 5/1/09, the inception date of the Retirement Class, and the returns of the Retirement Class since its inception. Expenses of the Retirement Class are higher than those of the Advisor Class. As a result, total returns shown may be higher than they would have been had the Retirement Class been in existence since 4/30/04. A portion of the fees charged to the Retirement Class of the Fund was waived from 2010 through 2012 and partially recouped in 2013. Performance prior

to waiving fees was lower than the actual returns shown from 2010 through 2012.

5. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/04 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/04. A portion of the fees charged to the A Class of the Fund was waived from 2010 through 2012 and partially recouped in 2013. Performance prior to waiving fees was lower than the actual returns shown from 2010 through 2012. The maximum sales charge for A Class is 5.75%.

6. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/04 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/04. A portion of the fees charged to the C Class of the Fund was waived from 2010 through 2012 and partially recouped in 2013. Performance prior to waiving fees was lower than the actual returns shown from 2010 through 2012. The maximum contingent deferred sales charge for C Class is 1.00% for shares redeemed within one year of the date of purchase.

7. The MSCI EAFE Index is a market capitalization weighted index of international stock performance composed of equities from developed markets excluding the U.S. and Canada. One cannot directly invest in an index.

8. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, Retirement, A, C, and AMR Class shares was 0.73%, 0.86%, 1.05%, 1.21%, 1.47%, 1.22%, 1.96%, and 0.44%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

The Fund underperformed the Index over the six-month period due to poor stock selections, as country allocation benefited the Fund’s relative performance during the period.

Stock selections within the United Kingdom and the Netherlands led to the Fund’s relative underperformance over the six-month period, despite value added from selections within South Korea. In the United Kingdom, the Fund lost value through investments in Tesco PLC (down 13.7%) and Standard Chartered PLC (down 9.7%). Investments in the Netherlands, including SBM Offshore NV (down 12.8%) and PostNL NV (down 16.2%) also lagged. Positively contributing stock selections in South Korea included Korea Electric Power Corp. (up 12.8%) and KT&G Corp. (up 13.1%).

5

American Beacon International Equity Fund^SM

Performance Overview

April 30, 2014 (Unaudited)

Country allocation benefited the Fund, particularly underweighting Japan – the worst-performing country in the Index – and Australia (down 5.9% and up 1.3%, respectively). Investing in out-of-Index country South Korea (down 0.9%), and underweighting the Index’s top-performing country, Denmark (up 26.6%), detracted from relative performance.

Although economic and market conditions vary from period to period, the Fund’s primary strategy of investing in undervalued companies with above-average earnings growth expectations remains consistent.

Top Ten Holdings (% Net Assets)

Novartis AG Reg		2.8
Sanofi		2.6
Royal Dutch Shell PLC		2.2
Bayer AG Reg		2.1
BNP Paribas		2.1
Lloyds Banking Group PLC		2.0
British American Tobacco PLC		1.9
Akzo Nobel		1.7
KDDI Corp.		1.6
Siemens AG Reg		1.5
Total Fund Holdings	165

Sector Allocation (% Equities)

Financials	22.6
Consumer Discretionary	14.7
Industrials	12.1
Health Care	12.1
Energy	10.7
Materials	8.0
Consumer Staples	7.3
Telecommunication Services	6.4
Information Technology	4.7
Utilities	1.3
Technology	0.1

Country Allocation (% Equities)

United Kingdom	22.9
Japan	13.3
France	12.2
Germany	10.0
Switzerland	9.7
Netherlands	6.2
South Korea	4.4
Italy	2.7
Singapore	2.4
Hong Kong/China	2.3
Spain	2.1
Canada	2.0
Sweden	1.9
Belgium	1.3
Norway	1.2
Israel	1.1
Ireland	0.9
Australia	0.8
Finland	0.8
Portugal	0.5
Luxembourg	0.5
Austria	0.3
Denmark	0.3
Greece	0.2

6

American Beacon International Equity Fund^SM

Fund Expenses

April 30, 2014 (Unaudited)

Fund Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, such as sales charges (loads) on purchase payments and redemption fees, and (2) ongoing costs, including management fees, administrative service fees, distribution (12b-1) fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2013 through April 30, 2014.

Actual Expenses

The “Actual” lines of the table provide information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. Shareholders of the Investor and Institutional Classes that invest in the Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

Hypothetical Example for Comparison Purposes

The “Hypothetical” lines of the table provide information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in the Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. Shareholders of the Investor and Institutional

Classes that invest in the Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by the Fund, such as sales charge (loads) or redemption fees. Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the “Hypothetical” lines of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

7

American Beacon International Equity Fund^SM

Fund Expenses

April 30, 2014 (Unaudited)

	Beginning Account Value 11/1/13		Ending Account Value 4/30/14		Expenses Paid During Period* 11/1/13-4/30/14
Institutional Class
Actual	$	1,000.00	$	1,040.39	$	3.54
Hypothetical **	$	1,000.00	$	1,021.32	$	3.51
Y Class
Actual	$	1,000.00	$	1,039.65	$	4.10
Hypothetical **	$	1,000.00	$	1,020.78	$	4.06
Investor Class
Actual	$	1,000.00	$	1,038.66	$	5.31
Hypothetical **	$	1,000.00	$	1,019.59	$	5.26
Advisor Class
Actual	$	1,000.00	$	1,038.35	$	5.96
Hypothetical **	$	1,000.00	$	1,018.94	$	5.91
Retirement Class
Actual	$	1,000.00	$	1,036.63	$	7.22
Hypothetical **	$	1,000.00	$	1,017.70	$	7.15
A Class
Actual	$	1,000.00	$	1,037.99	$	5.96
Hypothetical **	$	1,000.00	$	1,018.94	$	5.91
AMR Class
Actual	$	1,000.00	$	1,041.84	$	2.13
Hypothetical **	$	1,000.00	$	1,022.71	$	2.11
C Class
Actual	$	1,000.00	$	1,033.97	$	9.73
Hypothetical **	$	1,000.00	$	1,015.22	$	9.64

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.70%, 0.81%, 1.05%, 1.18%, 1.43%, 1.18%, 1.93% and 0.42% for the Institutional, Y, Investor, Advisor, Retirement, A, C and AMR Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

8

American Beacon Emerging Markets Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
Argentina - 0.26%
Common Stocks - (Cost $189)
YPF S.A., Sponsored ADRA		8,005	$	228
Preferred Stocks - (Cost $131)
Nortel Inversora S.A., B Shares, ADRA		4,450		92
Total Argentina				320
Austria - 1.27%
Common Stocks - (Cost $1,798)
Erste Group Bank AG		35,651		1,197
Vienna Insurance Group AG		6,760		360
Total Austria				1,557
Brazil - 14.70%
Common Stocks - (Cost $19,974)
AMBEV S.A., ADRA		29,101		211
Banco Bradesco S.A.B		33,650		517
Banco do Brasil S.A.		90,990		956
Banco Santander Brasil S.A., ADRA		316,590		2,105
BM&FBovespa S.A.		52,200		267
Brasil Insurance Participacoes e Administracao S.A.		42,500		190
BRF - Brasil Foods S.A.		32,067		726
CCR S.A.		32,216		252
Centrais Eletricas Brasileiras S.A., Sponsored ADRA B		174,020		604
Cia de Saneamento Basico do Estado de Sao Paulo, ADRA B		30,470		289
Cia Hering		16,800		178
Duratex S.A.B		16,730		72
EDP - Energias do Brasil S.A.		66,800		290
Embraer S.A., ADRA		35,170		1,210
Gerdau S.A., Sponsored ADRA		23,320		140
Grupo BTG Pactual M		24,400		333
Itau Unibanco Holding S.A., ADRA		41,528		679
JBS S.A.		56,800		196
Magnesita Refratarios S.A.		103,100		219
Marfrig Alimentos S.A.		486,100		907
Petroleo Brasileiro S.A.B		30,070		211
Petroleo Brasileiro S.A., A Shares, Sponsored ADRA B		100,610		1,489
Petroleo Brasileiro S.A., Sponsored ADRA B		126,930		1,762
Raia Drogasil S.A.B		19,354		165
Telefonica Brasil S.A., ADRA		60,275		1,278
TIM Participacoes S.A.		144,300		783
Ultrapar Participacoes S.A.		10,127		254
Viver Incorporadora e Construtora S.A.B		431,588		31
Total Common Stocks				16,314
Convertible Bonds - (Cost $116)
Viver Incorporadora e Construtora S.A., 2.00%, Due 8/6/2016 B J I.		270,118		78
Preferred Stocks - (Cost $1,824)
Banco Bradesco S.A.		34,725		518
Bradespar S.A.		13,900		120
Gerdau S.A.		23,500		141

	Shares		Fair Value
			(000’s)
Itau Unibanco Holding S.A.		18,723	$	309
Petroleo Brasileiro S.A.B		51,064		379
Vale S.A., ADRA		19,120		227
Total Preferred Stocks				1,694
Total Brazil				18,086
Cayman Islands - 0.01%
Common Stocks - (Cost $13)
iKang Healthcare Group, Inc., ADR A B		960		13
Chile - 0.30%
Common Stocks - (Cost $468)
S.A.C.I. Falabella		43,570		371
Colombia - 0.56%
Common Stocks - (Cost $339)
Bancolombia S.A. Sponsored ADRA		657		37
Cementos Argos S.A.		18,877		105
Grupo de Inversiones Suramericana S.A.		10,467		205
Total Common Stocks				347
Preferred Stocks - (Cost $305)
Banco Davivienda S.A.		6,274		89
Bancolombia S.A.		12,061		171
Grupo de Inversiones Suramericana S.A.		4,000		79
Total Preferred Stocks				339
Total Colombia				686
Czech Republic - 0.97%
Common Stocks - (Cost $1,312)
Komercni Banka A.S.		1,455		335
Telefonica Czech Republic A.S.		56,930		863
Total Czech Republic				1,198
Hong Kong/China - 16.81%
Common Stocks - (Cost $22,838)
Ajisen China Holdings Ltd.		346,000		291
Anhui Conch Cement Co., Ltd. H		94,000		348
Bank of China Ltd. H		1,675,000		739
Baoxin Auto Group Ltd.		83,500		63
Beijing Capital International Airport Co. Ltd. H		536,000		372
Beijing Enterprises Holdings Ltd.		16,500		143
Bosideng International Holdings Ltd.		5,142,000		756
Chaoda Modern Agriculture Holdings Ltd.J K		2,200,000		176
China Communications Services Corp. Ltd. H		692,000		350
China Conch Venture Holdings Ltd.		5,000		12
China Construction Bank H		1,863,415		1,285
China Life Insurance Co., Ltd. H		213,000		549
China Machinery Engineering Corp. HB		198,000		131
China Mengniu Dairy Co., Ltd.		59,000		303
China Mobile Ltd.		239,500		2,276
China Oilfield Services Ltd. H		154,000		366
China Overseas Land & Investment Ltd.		60,000		147

See accompanying notes

9

American Beacon Emerging Markets Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
China Pacific Insurance Group Co., Ltd. H		51,600	$	161
China Power International Development Ltd.		389,800		140
China Railway Group Ltd. H		481,000		214
China Resources Power Holdings Co., Ltd.		92,000		232
China Yuchai International Ltd.		17,000		343
China ZhengTong Auto Services Holdings Ltd.		155,000		84
Chongqing Changan Automobile Co., Ltd.		28,800		52
CNOOC Ltd.		281,000		462
Cosco International Holdings Ltd.		1,036,000		432
COSCO Pacific Ltd.		378,592		507
Dickson Concepts International Ltd.		280,445		169
Dongfang Electric Corp. H		178,000		277
Dongfeng Motor Group Co., Ltd. H		474,000		631
First Pacific Co., Ltd.		1,161,874		1,287
Global Bio-chem Technology Group Co., Ltd.B		2,224,520		76
Guangzhou Automobile Group Co., Ltd. H		239,370		241
Huandian Power International Corp. HB		26,000		14
Industrial & Commercial Bank of China Ltd. H		1,049,555		624
Lianhua Supermarket Holdings Co., Ltd. H		480,000		266
Luk Fook Holdings International Ltd.		282,000		801
NWS Holdings Ltd.		241,566		411
Parkson Retail Group Ltd.B		1,537,000		450
PICC Property and Casualty Co., Ltd. H		257,380		339
Ping An Insurance Group Co., H		17,500		129
Qihoo 360 Technology Co., Ltd., ADRA B		2,902		245
Samsonite International S.A.		150,000		477
Shanghai Industrial Holdings Ltd.		177,000		544
Sihuan Pharmaceutical Holdings Group Ltd.		146,000		160
Sino Biopharmaceutical		132,000		103
Sinotrans Shipping Ltd.		1,375,000		397
TAL Education Group, ADR A		2,241		50
Tencent Holdings Ltd.		13,900		867
Tsingtao Brewery Co., Ltd. H		22,000		160
Uni-President China Holdings Ltd.		132,000		109
Weichai Power Co., Ltd. HB		53,000		184
Weiqiao Textile Co., Ltd. H		834,600		466
Wumart Stores, Inc.B		51,000		50
Zhejiang Expressway Co., Ltd. H		248,000		215
Total Hong Kong/China				20,676
Hungary - 1.56%
Common Stocks - (Cost $2,178)
Magyar Telekom Telecommunications PLC L		316,533		451
OTP Bank PLC L		16,830		321
Richter Gedeon NyrtB		66,936		1,145
Total Hungary				1,917

	Shares		Fair Value
			(000’s)
India - 10.35%
Common Stocks - (Cost $12,162)
Ashok Leyland Ltd.B		52,343	$	19
Axis Bank Ltd.		16,850		425
Bharat Heavy Electricals Ltd.		100,100		300
Bharat Petroleum Corp. Ltd.		19,597		148
Glenmark Pharmaceuticals Ltd.		25,276		257
HDFC Bank Ltd.		28,603		343
Hindustan Petroleum Corp., Ltd.		34,650		186
ICICI Bank Ltd.		12,770		265
ICICI Bank Ltd., Sponsored ADRA		320		14
Idea Cellular Ltd.B		101,909		230
India Cements Ltd.		376,000		428
Indian Oil Corp Ltd.		233,370		1,024
IndusInd Bank Ltd.		31,108		247
Infosys Technologies Ltd.		7,056		371
ING Vysya Bank Ltd.B		13,293		126
ITC Ltd.		58,195		328
Jubilant Life Sciences Ltd.		22,210		61
Maruti Suzuki India Ltd.		1,820		58
NMDC Ltd.		174,720		436
Oil & Natural Gas Corp. Ltd.		46,422		251
Oriental Bank of Commerce		39,230		161
Power Grid Corp. of India Ltd.		247,950		436
Punjab National Bank Ltd.		17,520		227
Reliance Industries Ltd.		56,310		875
Reliance Infrastructure Ltd.		185,525		1,579
Rolta India Ltd.		165,460		206
Sesa Sterlite Ltd., ADRA		4,332		53
Sesa Sterlite Ltd.B		53,014		163
Shree Cement Ltd.B		828		78
State Bank of India		15,150		522
State Bank of India, GDR D E		1,450		99
Steel Authority of India Ltd.		272,130		307
Sun PharmaceuticalB		24,055		254
Tata Chemicals Ltd.B		144,820		683
Tata Consultancy Services Ltd.		10,309		374
UPL Ltd.B		220,427		978
Zee Entertainment Enterprises Ltd.		46,835		204
Total Common Stocks				12,716
Preferred Stocks - (Cost $9)
Zee Entertainment Enterprises Ltd.B		959,015		12
Total India				12,728
Indonesia - 0.83%
Common Stocks - (Cost $975)
Aneka Tambang Persero Tbk PT		407,500		41
Bank Negara Indonesia Persero Tbk PT		69,400		29
Indosat Tbk PT		78,500		27
Kalbe Farma Tbk PT		1,585,300		212
Matahari Department Store Tbk PT		178,800		232
Semen Indonesia PerseroB		27,600		35
XL Axiata Tbk PTB		1,002,603		449
Total Indonesia				1,025
Japan - 0.13%
Common Stocks - (Cost $299)
Nexon Co., Ltd.		21,100		165

See accompanying notes

10

American Beacon Emerging Markets Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
Malaysia - 0.98%
Common Stocks - (Cost $1,182)
Astro Malaysia Holdings BhdB		215,200	$	219
CIMB Group Holdings Bhd		271,604		626
IHH Healthcare Bhd		110,900		136
IJM Corp., Bhd		113,300		221
Total Malaysia				1,202
Mexico - 4.91%
Common Stocks - (Cost $7,129)
ALFA S.A.B.		171,150		452
Alpek S.A. de C.V.B		69,900		120
America Movil, S.A.B. de C.V., Series L, ADRA		91,570		1,839
Cemex, S.A.B. de C.V., Series L, Sponsored ADRA		111,951		1,415
Consorcio ARA, S.A.B. de C.V.B		191,100		84
Desarrolladora Homex, S.A.B. de C.V.B J K		456,630		74
Fomento Economico Mexicano, S.A.B. de C.V., Series B, ADRA		5,055		459
Grupo Financiero Banorte, S.A.B. de C.V.		74,615		495
Grupo Financiero Santander Mexico, S.A.B. de C.V., ADRA		14,865		177
Macquarie Mexico Real Estate NPVB F		446,990		855
Urbi Desarrollos Urbanos, S.A.B. de C.V.B K		1,452,850		71
Total Mexico				6,041
Netherlands - 0.14%
Common Stocks - (Cost $160)
Yandex N.V. B		6,392		169
Peru - 0.48%
Common Stocks - (Cost $539)
Credicorp Ltd.		3,919		585
Philippines - 1.32%
Common Stocks - (Cost $1,324)
BDO Unibank, Inc.B		228,480		453
DMCI Holdings, Inc.B		108,680		175
International Container Terminal Services, Inc.B		76,060		184
Lt Group, Inc.B		350,000		144
Metro Pacific Investments Corp.		3,099,400		352
Metropolitan Bank & Trust Co.		27,900		53
SM Investments Corp.		15,930		259
Total Philippines				1,620
Poland - 1.80%
Common Stocks - (Cost $2,023)
Asseco Poland S.A.		8,231		122
Bank Pekao S.A.		9,553		612
Bank Zachodni WBK S.A.		4,417		542
Energa S.A.B		34,100		203
Orange Polska S.A.		125,756		430
PKO Bank Polski S.A.		12,390		170
PKP Cargo S.A.B		4,982		138
Total Poland				2,217

	Shares		Fair Value
			(000’s)
Qatar - 0.21%
Common Stocks - (Cost $255)
Commercial Bank of Qatar QSC		3,230	$	61
Ooredoo QSCB		5,033		203
Total Qatar				264
Russia - 4.33%
Common Stocks - (Cost $6,479)
Gazprom OAO, Sponsored ADRA		292,160		2,110
Lukoil OAO, Sponsored ADRA		19,730		1,044
Mail.ru Group Ltd., Reg S, GDRB C E		4,763		129
Mobile TeleSystems OJSC, Sponsored ADRA		14,500		243
NovaTek OAO, Reg S, Sponsored GDRCE		2,894		299
Rosneft Oil Co., GDRE		72,430		454
RusHydro JSC, ADRA		242,140		368
Sberbank, Sponsored ADRA B		50,370		422
Sistema JSFC, Reg S, Sponsored GDRC E		11,049		263
Total Russia				5,332
Singapore - 0.40%
Common Stocks - (Cost $323)
Haw Par Corp., Ltd.		72,957		491
South Africa - 2.05%
Common Stocks - (Cost $2,281)
AngloGold Ashanti Ltd.		3,820		69
Barclays Africa Group Ltd.		41,720		611
Life Healthcare Group Holdings Ltd.		36,416		145
MTN Group Ltd.		23,013		461
Murray & Roberts Holdings Ltd.B		26,190		61
Naspers Ltd., N Shares		5,219		492
Pick n Pay Stores Ltd.		35,240		201
Standard Bank Group Ltd.		11,061		145
Vodacom Group Pty Ltd.		27,792		331
Total South Africa				2,516
South Korea - 18.23%
Common Stocks - (Cost $18,924)
Cheil Worldwide, Inc.B		2,910		71
Cosmax Inc.B		1,726		116
Coway Co., Ltd.		4,675		369
GS Retail Co., Ltd.B		1,520		42
Hana Financial Group, Inc.		7,850		276
Hite Jinro Ltd.		14,357		347
Hotel Shilla Co., Ltd.B		1,766		148
Hyundai Department Store Co., Ltd.		536		69
Hyundai Development Co-Engineering & Construction		5,760		165
Hyundai Engineering & Construction Co., Ltd.		4,987		269
Hyundai Glovis Co., Ltd		1,045		246
Hyundai Heavy Industries Co Ltd.		838		157
Hyundai Motor Co.		6,008		1,338
Hyundai Motor Co., Ltd.		3,240		925
Hyundai Rotem CompanyB		120		3
KB Financial Group, Inc.		57,934		1,973
Kia Motors Corp.		20,837		1,155
Kolao HoldingsB		5,100		127
Korea Electric Power Corp.		21,005		803

See accompanying notes

11

American Beacon Emerging Markets Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
Korea Electric Power Corp., Sponsored ADRA		6,890	$	132
KT Corp.		2,250		71
KT Corp., Sponsored ADRA		14,860		237
LG Chem Ltd.		838		213
LG Electronics, Inc.		6,708		446
Lotte Chilsung Beverage Co., Ltd.		259		392
Lotte Confectionery Co., Ltd.		278		476
Mirae Asset Securities Co., Ltd.		4,390		180
NCSoft Corp.		793		157
Naver Corp.		352		252
NongShim Co., Ltd.		544		162
Orion Corp.		114		87
Paradise Co. Ltd.B		2,661		99
POSCO		6,253		1,861
Samsung Electronics Co., Ltd.		3,217		4,180
Samsung Fire & Marine Insurance Co., Ltd.		1,156		274
Seoul Semiconductor Co., Ltd.B		4,135		166
Shinhan Financial Group Co., Ltd.		43,222		1,882
Shinsegae Co., Ltd.		1,900		412
SK Hynix, Inc.B		8,300		323
SK Telecom Co., Ltd., ADRA		5,910		136
SK Telecom Co., Ltd.		1,073		222
Tong Yang Life Insurance		16,360		159
Total Common Stocks				21,118
Preferred Stocks - (Cost $706)
Hyundai Motor Co., Ltd.		7,542		949
Samsung Electronics Co., Ltd.		354		355
Total Preferred Stocks				1,304
Total South Korea				22,422
Spain - 0.18%
Common Stocks - (Cost $185)
Cemex Latam Holdings S.A. B		23,619		218
Switzerland - 0.41%
Common Stocks - (Cost $504)
Coca-Cola HBC AGB		15,077		382
DKSH Holding Ltd., AGB		1,545		127
Total Switzerland				509
Taiwan - 5.86%
Common Stocks - (Cost $6,690)
Advanced Semiconductor Engineering, Inc.		268,570		311
Chailease Holding Co., Ltd.		96,250		229
China Life Insurance Co., Ltd.B		50,617		44
Cleanaway Co., Ltd.		11,000		62
Compal Electronics, Inc.		1,592,000		1,136
Delta Electronics, Inc.		28,000		172
Eclat Textile Co., Ltd.		13,280		145
First Financial Holding Co., Ltd.		882,085		517
Fubon Financial Holding Co., Ltd.		142,000		183
Ginko International Co., Ltd.		11,000		185
Hermes Microvision, Inc.B		3,525		146
HON HAI Precision Industry Co., Ltd.		197,656		566
MediaTek, Inc.		28,000		438
Nan Ya Printed Circuit Board Corp.B		233,139		329
Powertech Technology, Inc.		28,400		46

	Shares		Fair Value
			(000’s)
Radiant Opto-Electronics Corp.		57,720	$	232
Shin Kong Financial Holding Co., Ltd.		714,000		216
Siliconware Precision Industries Co.		50,000		73
Simplo Technology Co., Ltd.B		46,000		239
Taiwan Semiconductor Manufacturing Co., Ltd.		364,385		1,430
Transcend Information, Inc.		21,520		71
Uni-President Enterprises Corp.		95,669		162
United Microelectronics Corp.		649,226		281
Total Taiwan				7,213
Thailand - 2.32%
Common Stocks - (Cost $2,828)
Advanced Info Service PCL		44,700		298
Bangkok Bank PCL, NVDRG		63,900		372
Bangkok Bank PCL		90,890		530
Indorama Ventures PCLB		6,600		5
Kasikornbank PCL, NVDRG		37,100		220
Kasikornbank PCL		66,500		404
Land and Houses PCL, NVDRG		919,100		281
Minor International PCLB		175,600		131
Robinson Dept Store PLCB		112,600		176
Supalai PCL, NVDRG		23,500		14
Supalai Public Co., Ltd.B		89,700		54
Thai Oil PCL		65,600		106
Total Access Communication PCL		40,400		156
Total Access Communication PCL, NVDRG		19,100		73
				2,820
Warrants - (Cost $0)
Land & Homes Public Company Ltd., Exercise price $3.50, expires 12/31/2099 H J		183,820		36
Total Thailand				2,856
Turkey - 2.54%
Common Stocks - (Cost $2,986)
Aygaz A.S.		175,940		725
Emlak Konut Gayrimenkul Yatirim Ortakligi ASF		220,270		288
Turkiye Garanti Bankasi A.S.		277,340		1,015
Turkiye Halk Bankasi A.S.		43,400		290
Turkiye Vakiflar Bankasi Tao		387,547		809
Total Turkey				3,127
United Arab Emirates - 0.16%
Common Stocks - (Cost $111)
Emaar Properties PJSC B		65,590		195
United Kingdom - 0.33%
Common Stocks - (Cost $453)
JKX Oil & Gas PLCB L		76,470		70
Mondi PLC L		19,853		331
Total United Kingdom				401
SHORT-TERM INVESTMENTS - 4.95% (Cost $6,089)
JPMorgan U.S. Government Money Market Fund, Capital Class		6,088,975		6,089

See accompanying notes

12

American Beacon Emerging Markets Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares	Fair Value
		(000’s)
TOTAL INVESTMENTS - 99.35% (Cost $126,101)		$	122,209
OTHER ASSETS, NET OF LIABILITIES - 0.65%			800
TOTAL NET ASSETS - 100.00%		$	123,009

Percentages are stated as a percent of net assets.

^A  ADR - American Depositary Receipt.

^B  Non-income producing security.

^C  Reg S Security purchased under the Securities Act of 1933, which exempts from registration securities offered and sold outside of the United States. Such a security cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration.

^D  Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $219, or 0.18% of net assets. The Fund has no right to demand registration of these securities.

^E  GDR - Global Depositary Receipt.

^F  REIT - Real Estate Investment Trust.

^G  NVDR - Non Voting Depositary Receipt.

^H  Warrant.

^I  Variable Coupon Rate.

^J  Fair valued pursuant to procedures approved by the Board of Trustees.

^K  Illiquid.

^L  PLC – Public Limited Company.

^M  Par Value represents units rather than shares.

See accompanying notes

13

American Beacon Emerging Markets Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

Futures Contracts Open on April 30, 2014 (000’s):

Description	Type		Number of Contracts		Expiration Date		Contract Value		Unrealized Appreciation (Depreciation)
Mini MSCI Emerging Markets June Futures		Long		120		June, 2014	$	5,967	$	243
							$	5,967	$	243

Foreign Currency Contracts open at April 30, 2014:

Type	Currency		Principal Amount Covered by Contract		Settlement Date		Counterparty		Unrealized Appreciation		Unrealized (Depreciation)			Net Unrealized Appreciation (Depreciation)
Buy		JPY		81,670		5/1/2014		BOA	$	—	$	(76	)	$	(76	)
Buy		JPY		518		5/1/2014		SSB		—		(3	)		(3	)
Buy		JPY		518		5/1/2014		BOA		—		(3	)		(3	)
Buy		JPY		413		5/1/2014		SSB		—		(3	)		(3	)
Buy		JPY		413		5/1/2014		BOA		—		(3	)		(3	)
Buy		JPY		662		5/1/2014		SSB		—		(2	)		(2	)
Buy		JPY		662		5/1/2014		BOA		—		(2	)		(2	)
Sell		JPY		83,255		5/1/2014		SSB		—		(848	)		(848	)
Sell		JPY		83,255		5/1/2014		BOA		—		(847	)		(847	)
Sell		JPY		81,826		5/29/2014		SSB		59		—			59
Sell		JPY		81,826		5/29/2014		BOA		76		—			76
									$	135	$	(1,787	)	$	(1,652	)

Glossary:

Counterparty Abbreviations:
BOA	Bank of America, NA
SSB	State Street Bank
UBS	UBS AG
Currency Abbreviations:
JPY	Japanese Yen

See accompanying notes

14

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
Australia - 0.73%
Common Stocks - (Cost $13,215)
Ansell Ltd.A		399,478	$	6,713
James Hardie Industries PLC, CDIB I		781,969		9,967
Total Australia				16,680
Austria - 0.32%
Common Stocks - (Cost $6,424)
Uniqa Insurance Group AG A		581,288		7,419
Belgium - 1.29%
Common Stocks - (Cost $18,638)
Anheuser-Busch InBev N.V.		200,271		21,795
KBC Groep N.V.A		128,425		7,823
Total Belgium				29,618
Canada - 1.96%
Common Stocks - (Cost $43,360)
Imperial Oil Ltd.A		189,400		9,248
MDA Corp.A C		124,900		9,686
Rogers Communications, Inc., Class B		294,100		11,680
Suncor Energy, Inc.		170,600		6,581
Talisman Energy, Inc.		755,000		7,805
Total Canada				45,000
Denmark - 0.33%
Common Stocks - (Cost $8,147)
Carlsberg AS, Class BA		76,888		7,682
Finland - 0.72%
Common Stocks - (Cost $10,024)
Sampo OYJ, Class A		334,175		16,593
France - 11.59%
Common Stocks - (Cost $184,840)
AXA S.A.		698,972		18,206
BNP Paribas		640,776		48,103
Cap Gemini S.A.A		153,251		10,824
Cie de St-Gobain		157,400		9,613
Cie Generale des Etablissements Michelin		90,840		11,090
Crédit Agricole S.A.		308,069		4,853
GDF SuezD		287,971		7,261
Legrand S.A.		251,939		16,253
Orange S.A.		438,720		7,106
Sanofi		559,094		60,517
Technip S.A.D		168,964		19,011
Total S.A.		295,450		21,101
Valeo S.A.C		98,100		13,439
Vivendi S.A.		497,353		13,345
Total Common Stocks				260,722
Warrants - (Cost $420)
Peugeot S.A. Exercise Price $8,92, Expiration Date 4/29/2017D		564,468		5,534
Total France				266,256

	Shares		Fair Value
			(000’s)
Germany - 9.60%
Common Stocks - (Cost $131,331)
Bayer AG Reg D		355,435	$	49,310
Bayerische Motoren Werke AG		65,089		8,143
Commerzbank AGA		586,300		10,416
Daimler AG		213,455		19,762
Deutsche Boerse AGA		125,980		9,227
Deutsche Post AG Reg		127,840		4,813
HeidelbergCement AG D		133,810		11,606
Infineon Technologies AG		1,022,540		11,887
Linde AG		31,920		6,618
Merck KGaA		72,910		12,295
METRO AG		219,610		8,775
Muenchener Rueckversicherungs AG Reg		33,507		7,738
SAP AG		132,421		10,663
Siemens AG Reg		259,783		34,238
Total Common Stocks				205,491
Preferred Stocks - (Cost $14,714)
Volkswagen AGA		55,309		14,894
Total Germany				220,385
Greece - 0.18%
Common Stocks - (Cost $3,952)
Piraeus Bank S.A. A		1,707,621		4,027
Hong Kong/China - 2.25%
Common Stocks - (Cost $48,143)
AIA Group Ltd.		1,662,800		8,064
China Merchants Holdings Intl.A		1,806,000		5,626
China Mobile Ltd.		1,445,307		13,739
CNOOC Ltd.		9,291,000		15,291
Hutchison Whampoa Ltd.		238,000		3,254
The Link REITC		1,145,159		5,694
Total Hong Kong/China				51,668
Ireland - 0.91%
Common Stocks - (Cost $14,750)
CRH PLCB		608,660		17,635
Smurfit Kappa Group PLCB		142,778		3,169
Total Ireland				20,804
Israel - 1.02%
Common Stocks - (Cost $21,567)
Teva Pharmaceutical Industries Ltd. Sponsored, ADR E		478,640		23,386
Italy - 2.63%
Common Stocks - (Cost $44,389)
Atlantia SpA		515,291		13,404
ENI SpA		919,052		23,856
Intesa Sanpaolo SpA		2,847,656		9,719
Saipem SpAA		315,335		8,443
UniCredit SpA		563,187		5,032
Total Italy				60,454

See accompanying notes

15

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
Japan - 12.66%
Common Stocks - (Cost $269,173)
AEON Financial Service Co., Ltd.		225,700	$	5,676
Asics Corp.		450,680		8,768
Canon, Inc.		289,700		9,110
Daikin Industries Ltd.		217,200		12,537
Daiwa House Industry Co. Ltd.		588,000		9,910
Don Quijote Co., Ltd.		251,600		13,240
Hitachi Ltd.		1,693,000		12,039
ITOCHU Corp.		523,400		5,857
Japan Display, Inc.A		874,600		5,390
Japan Tobacco, Inc.		477,900		15,688
JGC Corp.		189,000		6,119
KDDI Corp.		690,900		36,777
Komatsu Ltd.		178,000		3,921
Konica Minolta, Inc.		1,253,500		11,636
LIXIL Group Corp.		322,000		8,513
Nikon Corp.		1,352,800		21,211
Nissan Motor Co., Ltd.		1,382,900		11,863
Seven & I Holdings Co., Ltd.		328,400		12,948
Shin-Etsu Chemical Co., Ltd.		235,400		13,811
Sumitomo Mitsui Financial Group, Inc.		747,100		29,472
Suntory Beverage & Food Ltd.A		281,500		9,816
Toyota Motor Corp.		406,200		21,916
United Arrows Ltd.		112,000		4,327
Total Japan				290,545
Luxembourg - 0.46%
Common Stocks - (Cost $7,454)
RTL Group S.A. D		94,113		10,473
Netherlands - 5.96%
Common Stocks - (Cost $108,588)
Airbus Group N.V.		187,520		12,875
Akzo Nobel		501,510		38,609
ING Groep N.V., CVAA J		1,037,920		14,738
Koninklijke Philips Electronics N.V.		240,627		7,703
PostNL N.V.A		1,325,527		5,815
Reed Elsevier N.V. D		1,232,569		25,146
SBM Offshore N.V.A		692,530		12,649
TNT Express N.V.		1,205,200		10,851
Unilever N.V., CVA, GDRG J		197,265		8,452
Total Netherlands				136,838
Norway - 1.20%
Common Stocks - (Cost $19,398)
Petroleum Geo-Services ASAA		501,594		6,046
Statoil ASA		340,020		10,319
Telenor ASA		472,140		11,080
Total Norway				27,445
Portugal - 0.51%
Common Stocks - (Cost $13,920)
Galp Energia SGPS S.A.A		492,800		8,536
Portugal Telecom SGPS S.A. Reg D		771,300		3,210
Total Portugal				11,746
Singapore - 2.33%
Common Stocks - (Cost $40,480)
DBS Group Holdings Ltd.		1,156,342		15,625
Flextronics International Ltd.A		807,040		7,255

	Shares		Fair Value
			(000’s)
Noble Group Ltd.		8,077,000	$	8,279
Sembcorp Industries Ltd.		1,378,000		5,902
Sembcorp Marine Ltd.		1,755,000		5,697
Singapore Telecommunications Ltd.		3,526,000		10,771
Total Singapore				53,529
South Korea - 4.19%
Common Stocks - (Cost $89,286)
Hana Financial Group, Inc.		244,450		8,598
Hyundai Motor Co., Ltd.		18,049		5,153
KB Financial Group, Inc., ADRE		182,978		6,282
Korea Electric Power Corp.		259,130		9,906
KT&G Corp.		166,960		13,379
LG Electronics, Inc.		119,709		7,959
POSCO		34,148		10,162
Samsung Electronics Co., Ltd.		9,478		12,319
Samsung Electronics Co., Ltd., Reg S GDRG K		13,224		8,523
SK Telecom Co., Ltd.		67,962		14,042
Total South Korea				96,323
Spain - 2.01%
Common Stocks - (Cost $33,199)
Mediaset Espana Comunicacion S.A.A		715,559		7,922
Red Electrica Corporation S.A.A		141,641		11,649
Repsol S.A.		171,652		4,620
Tecnicas Reunidas S.A.		158,688		9,551
Telefonica S.A.		747,812		12,523
Total Spain				46,265
Sweden - 1.85%
Common Stocks - (Cost $32,423)
Assa Abloy AB, Class B		219,543		11,622
Ericsson LM, Class B		788,560		9,520
Getinge AB, Class BA		313,520		9,214
Swedbank AB, Class A		454,979		12,085
Total Sweden				42,441
Switzerland - 9.29%
Common Stocks - (Cost $159,589)
ABB Ltd.A		683,567		16,419
Clariant AGA		289,841		5,704
Credit Suisse Group AG Reg		506,848		16,073
GAM Holding AG		598,445		10,880
Givaudan S.A. Reg		6,494		10,234
Novartis AG Reg		739,211		64,085
Roche Holding AG Genusschein		93,232		27,331
Swatch Groug AGA		17,759		11,391
Swiss Re AG		104,450		9,121
UBS AG Reg		1,382,797		28,910
Zurich Insurance Group AG		46,290		13,259
Total Switzerland				213,407
United Kingdom - 21.87%
Common Stocks - (Cost $411,047)
Aviva PLCB		2,921,124		25,917
BAE Systems PLCB		1,564,304		10,565
Balfour Beatty PLCB		1,069,852		5,063
Barclays PLCB		5,307,820		22,601
BG Group PLCB		989,693		20,019
BP PLCB		1,197,900		10,096
British American Tobacco PLCB		757,712		43,714

See accompanying notes

16

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
Carnival PLCA B		196,777	$	7,861
Direct Line Insurance Group		2,927,206		12,371
GlaxoSmithKline PLCB		504,900		13,912
Glencore Xstrata PLCA B		2,556,847		13,749
HSBC Holdings PLCB		2,695,006		27,366
Informa PLCB		1,545,973		12,589
Kingfisher PLCB		1,692,500		11,948
Ladbrokes PLCA B		1,371,892		3,551
Lloyds Banking Group PLCA B		36,807,593		46,834
Marks & Spencer Group PLCB		1,472,810		10,969
Michael Page International PLCB		776,247		6,131
Prudential PLCB		984,136		22,573
Reed Elsevier PLCB		911,726		13,423
Rexam PLCA B		3,199,837		26,797
Rio Tinto PLCB		131,403		7,154
Rolls-Royce Holdings PLCB		879,123		15,585
Royal Dutch Shell PLC, Class BB		256,246		10,903
Royal Dutch Shell PLC, Class AB		1,012,542		40,124
Standard Chartered PLCB		250,260		5,415
Taylor Wimpey PLCB		5,078,054		9,011
Tesco PLCB		2,392,568		11,834
Unilever PLCB		326,672		14,583
Vodafone Group PLCA B		5,049,638		19,094
Total Common Stocks				501,752
Preferred Stocks - (Cost $181)
Rolls Royce Holdings PLCA B F		107,920,920		182
Total United Kingdom				501,934
SHORT-TERM INVESTMENTS - 2.95% (Cost $67,836)
JPMorgan U.S. Government Money Market Fund, Capital Class		67,835,780		67,836
SECURITIES LENDING COLLATERAL - 5.16% (Cost 118,593)
American Beacon U.S. Government Money Market Select Fund, Select ClassH		94,307,606		94,308
DWS Government and Agency Securities Portfolio, Institutional Class		24,285,881		24,286
Total Securities Lending Collateral				118,593
TOTAL INVESTMENTS - 103.97% (Cost $1,935,081)				2,387,347
LIABILITIES, NET OF OTHER ASSETS - (3.97)%				(91,087	)
TOTAL NET ASSETS - 100.00%			$	2,296,260

Percentages are stated as a percent of net assets.

^A  Non-income producing security.

^B  PLC - Public Limited Company.

^C  REIT - Real Estate Investment Trust.

^D  All or a portion of this security is on loan at April 30, 2014.

^E  ADR - American Depositary Receipt.

^F  Fair valued pursuant to procedures approved by the Board of Trustees.

^G  GDR - Global Depositary Receipt.

^H  The Fund is affiliated by having the same investment advisor.

^I  CDI – Chess Depository Interest.

^J  CVA – Dutch Certificate.

^K  Reg S-Security purchased under the Securities Act of 1933, which exempts from registration securities offered and sold outside of the United States. Such a security cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration.

See accompanying notes

17

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

Futures Contracts Open on April 30, 2014 (000’s):

Description	Type	Number of Contracts		Expiration Date	Contract Value		Unrealized Appreciation (Depreciation)
AEX Index May Futures	Long		18	May, 2014	$	1,980	$	35
CAC 40 June Futures	Long		130	June, 2014		7,944		314
DAX Index June Futures	Long		21	June, 2014		7,000		211
FTSE 100 Index June Futures	Long		144	June, 2014		16,399		518
FTSE MIB Index June Futures	Long		13	June, 2014		1,936		57
Hang Seng Index May Futures	Long		15	May, 2014		2,112		(33	)
IBEX 35 Index May Futures	Long		19	May, 2014		2,740		73
OMX 30 Index May Futures	Long		118	May, 2014		2,462		61
S&P TSX 60 Index June Futures	Long		50	June, 2014		7,619		191
SPI 200 June Futures	Long		47	June, 2014		5,954		107
TOPIX Index June Futures	Long		126	June, 2014		14,253		(358	)
					$	70,399	$	1,176

Foreign Currency Contracts Open on April 30, 2014:

Type	Currency		Principal Amount Covered by Contract		Settlement Date		Counterparty		Unrealized Appreciation		Unrealized (Depreciation)			Net Unrealized Appreciation (Depreciation)
Buy		AUD		1,601,958		6/10/2014		BOM	$	30,902	$	—		$	30,902
Buy		AUD		6,585,724		6/10/2014		RBS		175,374		—			175,374
Sell		AUD		596,681		6/10/2014		BOA		—		(5,743	)		(5,743	)
Sell		AUD		1,952,184		6/10/2014		UAG		—		(4,536	)		(4,536	)
Sell		AUD		850,548		6/10/2014		DUB		—		(3,209	)		(3,209	)
Sell		AUD		466,967		6/10/2014		BOA		1,571		—			1,571
Sell		AUD		398,405		6/10/2014		CBK		3,727		—			3,727
Buy		CAD		2,082,805		6/10/2014		BOM		44,219		—			44,219
Buy		CAD		9,138,821		6/10/2014		GST		109,074		—			109,074
Sell		CAD		753,821		6/10/2014		BOA		—		(11,028	)		(11,028	)
Sell		CAD		567,872		6/10/2014		BOA		—		(3,102	)		(3,102	)
Sell		CAD		584,279		6/10/2014		CBK		—		(2,779	)		(2,779	)
Sell		CAD		1,123,895		6/10/2014		UAG		—		(1,680	)		(1,680	)
Sell		CAD		2,453,791		6/10/2014		UAG		600		—			600
Buy		CHF		9,052,724		6/10/2014		CBK		—		(17,273	)		(17,273	)
Buy		CHF		2,043,540		6/10/2014		BNP		774		—			774
Sell		CHF		2,195,840		6/10/2014		BOA		—		(8,934	)		(8,934	)
Sell		CHF		746,722		6/10/2014		UAG		—		(6,390	)		(6,390	)
Sell		CHF		673,982		6/10/2014		CBK		—		(3,407	)		(3,407	)
Sell		CHF		429,621		6/10/2014		BOA		—		(2,268	)		(2,268	)
Sell		CHF		766,043		6/10/2014		BOA		—		(1,143	)		(1,143	)
Buy		EUR		5,880,470		6/10/2014		SOG		13,694		—			13,694
Buy		EUR		24,792,585		6/10/2014		CBK		18,865		—			18,865
Sell		EUR		6,945,863		6/10/2014		BOA		—		(32,423	)		(32,423	)
Sell		EUR		3,314,094		6/10/2014		DUB		—		(31,859	)		(31,859	)
Sell		EUR		2,105,816		6/10/2014		SOG		—		(13,253	)		(13,253	)
Sell		EUR		1,716,004		6/10/2014		BOA		—		(10,007	)		(10,007	)
Sell		EUR		1,452,430		6/10/2014		BOA		—		(5,417	)		(5,417	)
Buy		GBP		3,601,947		6/10/2014		SOG		81,722		—			81,722
Buy		GBP		21,184,647		6/10/2014		BRC		209,164		—			209,164
Sell		GBP		2,374,854		6/10/2014		DUB		—		(39,080	)		(39,080	)
Sell		GBP		1,574,797		6/10/2014		SOG		—		(29,226	)		(29,226	)
Sell		GBP		5,205,438		6/10/2014		BOA		—		(18,782	)		(18,782	)
Sell		GBP		1,277,729		6/10/2014		BOA		—		(6,683	)		(6,683	)
Sell		GBP		1,066,743		6/10/2014		BOA		—		(5,388	)		(5,388	)
Buy		JPY		2,095,203		6/10/2014		BNP		—		(675	)		(675	)
Buy		JPY		20,610,795		6/10/2014		UAG		190,793		—			190,793
Sell		JPY		2,547,688		6/10/2014		UAG		—		(22,872	)		(22,872	)
Sell		JPY		4,549,134		6/10/2014		UAG		—		(15,476	)		(15,476	)

See accompanying notes

18

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

Type	Currency		Principal Amount Covered by Contract		Settlement Date		Counterparty		Unrealized Appreciation		Unrealized (Depreciation)			Net Unrealized Appreciation (Depreciation)
Sell		JPY		1,141,872		6/10/2014		BOA	$	—	$	(4,256	)	$	(4,256	)
Sell		JPY		949,261		6/10/2014		CBK		—		(92	)		(92	)
Sell		JPY		1,411,305		6/10/2014		BOA		3,170		—			3,170
Buy		SEK		2,245,942		6/10/2014		CBK		—		(36,972	)		(36,972	)
Buy		SEK		624,155		6/10/2014		BNP		—		(9,986	)		(9,986	)
Sell		SEK		797,522		6/10/2014		BOA		—		(7,872	)		(7,872	)
Sell		SEK		192,426		6/10/2014		BOA		—		(3,303	)		(3,303	)
Sell		SEK		177,979		6/10/2014		BOA		—		(2,511	)		(2,511	)
Sell		SEK		398,223		6/10/2014		UAG		—		(1,810	)		(1,810	)
Sell		SEK		242,991		6/10/2014		CBK		1,313		—			1,313
									$	884,962	$	(369,435	)	$	515,527

Glossary:

Counterparty Abbreviations:
BNP	BNP Paribas	DUB	Deutsche Bank, AG
BOA	Bank of America, N.A.	GST	Goldman Sachs International
BOM	Bank of Montreal	RBS	Royal Bank of Scotland
BRC	Barclays Bank, PLC	SOG	Societe Generale
CBK	Citibank, N.A.	UAG	UBS, AG
Currency Abbreviations:
AUD	Australian Dollar	EUR	Euro	JPY	Japanese Yen
CAD	Canadian Dollar	GBP	British Pound	SEK	Swedish Krona
CHF	Swiss Franc
Exchange Abbreviations:

CAC	France Stock Exchange
OMX	Stock Exchange in Nordic and Baltic Europe
TSX	Toronto Stock Exchange

Index Abbreviations:

AEX	Amsterdam Exchange Index
DAX	Deutscher Aktien Index
FTSE MIB	Benchmark for Italian Equity Market
IBEX	Stock Market Index of Bolsa de Madrid
TOPIX	Tokyo Stock Price Index

See accompanying notes

19

American Beacon Funds^SM

Statements of Assets and Liabilities

April 30, 2014 (Unaudited) (in thousands, except share and per share amounts)

	Emerging Markets Fund			International Equity Fund
Assets:
Investments in unaffiliated securities, at fair valueA,D	$	122,209		$	2,293,039
Investments in affiliated securities, at fair valueB		—			94,308
Foreign currency, at fair valueC		279			—
Foreign currency deposits with brokers, at fair valueE		—			11,068
Deposit with brokers for futures contracts		373			2
Dividends and interest receivable		324			11,019
Receivable for investments sold		470			6,182
Receivable for fund shares sold		68			3,960
Receivable for tax reclaims		6			1,740
Receivable for expense reimbursement (Note 2)		1			7
Receivable for variation margin on open futures contracts		—			1,567
Unrealized appreciation from foreign currency contracts		—			885
Prepaid expenses		35			50
Other assets		1			—
Total assets		123,766			2,423,827
Liabilities:
Payable for investments purchased		588			5,140
Payable for fund shares redeemed		3			863
Payable for variation margin from open futures contracts		19			390
Payable upon return of securities loaned		—			118,593
Foreign currency held at bank		—			557
Management and investment advisory fees payable		77			656
Administrative service and service fees payable		9			650
Transfer agent fees payable		2			116
Custody and fund accounting fees payable		—			70
Professional fees payable		28			27
Trustee fees payable		3			26
Payable for prospectus and shareholder reports		12			87
Unrealized depreciation from foreign currency contracts		2			369
Other liabilities		14			23
Total liabilities		757			127,567
Net Assets	$	123,009		$	2,296,260
Analysis of Net Assets:
Paid-in-capital		126,597			1,887,214
Undistributed net investment income		76			32,254
Accumulated net realized (loss)		(15	)		(77,420	)
Unrealized appreciation or (depreciation) of investments		(2,791	)		390,928
Unrealized (depreciation) of currency transactions		(1,101	)		62,108	)
Unrealized appreciation of futures contracts		243			1,176
Net assets	$	123,009		$	2,296,260
Shares outstanding at no par value (unlimited shares authorized):
Institutional Class		773,367			46,795,911
Y Class		75,385			23,803,256
Investor Class		544,852			17,101,029
Advisor Class		N/A			306,278
Retirement Class		N/A			44,839
A Class		37,108			395,765
C Class		9,529			123,325
AMR Class		8,768,916			22,420,725
Net assets (not in thousands):
Institutional Class	$	9,258,627		$	961,438,285
Y Class	$	907,238		$	506,898,678
Investor Class	$	6,419,248		$	348,487,264
Advisor Class	$	N/A		$	6,388,151
Retirement Class	$	N/A		$	981,188
A Class	$	437,009		$	8,068,978
C Class	$	111,486		$	2,459,719

See accompanying notes

20

American Beacon Funds^SM

Statements of Assets and Liabilities

April 30, 2014 (Unaudited) (in thousands, except share and per share amounts)

	Emerging Markets Fund		International Equity Fund
AMR Class	$	105,875,102	$	461,537,192
Net asset value, offering and redemption price per share:
Institutional Class	$	11.97	$	20.55
Y Class	$	12.03	$	21.30
Investor Class	$	11.78	$	20.38
Advisor Class		N/A	$	20.86
Retirement Class		N/A	$	21.88
A Class	$	11.78	$	20.39
A Class (Offering Price)	$	12.50	$	21.63
C Class	$	11.70	$	19.94
AMR Class	$	12.07	$	20.59
A Cost of investments in unaffiliated securities	$	126,101	$	1,840,773
B Cost of investments in affiliated securities	$	—	$	94,308
C Cost of foreign currency	$	278	$	0
D Fair value of securities on loan	$	—	$	112,828
E Cost of foreign currency deposits with brokers	$	—	$	10,343

See accompanying notes

21

American Beacon Funds^SM

Statements of Operations

For the six months ended April 30, 2014 (in thousands) (Unaudited)

	Emerging Markets Fund			International Equity Fund
Investment Income:
Dividend income from unaffiliated securities (net of foreign taxes) A	$	1,300		$	40,977
Interest income		—			8
Income derived from securities lending, net		—			461
Total investment income		1,300			41,446
Expenses:
Management and investment advisory fees (Note 2)		477			3,337
Administrative service fees (Note 2):
Institutional Class		13			1,369
Y Class		3			690
Investor Class		9			502
Advisor Class		—			8
Retirement Class		—			1
A Class		1			12
C Class		—			4
AMR Class		26			114
Transfer agent fees:
Institutional Class		1			220
Y Class		—			109
Investor Class		2			15
Advisor Class		—			1
A Class		—			1
AMR Class		2			8
Custody and fund accounting fees		155			297
Professional fees		46			50
Registration fees and expenses		26			52
Service fees (Note 2):
Y Class		1			230
Investor Class		8			627
Advisor Class		—			7
Retirement Class		—			1
A Class		—			5
C Class		—			1
Distribution fees (Note 2):
Advisor Class		—			7
Retirement Class		—			2
A Class		1			8
C Class		—			9
Prospectus and shareholder report expenses		10			101
Trustee fees		4			60
Other expenses		7			70
Total expenses		792			7,918
Net fees waived and expenses reimbursed (Note 2)		(11	)		(67	)
Net expenses		781			7,851
Net investment income		519			33,595
Realized and unrealized gain (loss) from investments:
Net realized gain (loss) from:
Investments		4,688			68,160
Commission recapture (Note 3)		1			45
Foreign currency transactions		(980	)		2,977
Futures contracts		(203	)		4,556
Change in net unrealized appreciation or (depreciation) of:
Investments		(5,888	)		(47,061	)
Foreign currency transactions		1,035			28,147
Futures contracts		187			(1,583	)
Net gain (loss) from investments		(1,160	)		55,241
Net increase (decrease) in net assets resulting from operations	$	(641	)	$	88,836
A Foreign taxes	$	117		$	2,299
B Net of foreign withholding taxes on capital gains	$	23		$	—

See accompanying notes

22

American Beacon Funds^SM

Statements of Changes in Net Assets (in thousands)

	Emerging Markets Fund						International Equity Fund
	Six Months Ended April 30, 2014			Year Ended October 31, 2013			Six Months Ended April 30, 2014			Year Ended October 31, 2013
	(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	519		$	1,011		$	33,595		$	38,592
Net realized gain from investments, futures contracts, and foreign currency transactions		3,506			2,980			75,738			74,936
Change in net unrealized appreciation or (depreciation) from investments, futures contracts, and foreign currency transactions		(4,666	)		5,327			(20,497	)		329,508
Net increase (decrease) in net assets resulting from operations		(641	)		9,318			88,836			443,036
Distributions to Shareholders:
Net investment income:
Institutional Class		(100	)		(92	)		(14,406	)		(16,101	)
Y Class		(22	)		(21	)		(7,149	)		(55	)
Investor Class		(43	)		(55	)		(4,093	)		(10,473	)
Advisor Class		—			—			(73	)		(106	)
Retirement Class		—			—			(7	)		—
A Class		(2	)		(5	)		(79	)		(40	)
C Class		—			—			(15	)		(5	)
AMR Class		(1,154	)		(1,078	)		(8,617	)		(10,213	)
Net distributions to shareholders		(1,321	)		(1,251	)		(34,439	)		(36,993	)
Capital Share Transactions:
Proceeds from sales of shares		12,128			39,656			326,251			1,003,459
Reinvestment of dividends and distributions		1,317			1,246			29,476			34,358
Cost of shares redeemed		(16,134	)		(43,915	)		(242,463	)		(768,379	)
Redemption fees		15			18			24			168
Net increase (decrease) in net assets from capital share transactions		(2,674	)		(2,995	)		113,288			269,606
Net increase (decrease) in net assets		(4,636	)		5,072			167,685			675,649
Net Assets:
Beginning of period		127,645			122,573			2,128,575			1,452,926
End of Period *	$	123,009		$	127,645		$	2,296,260		$	2,128,575
*Includes undistributed net investment income (loss) of	$	76		$	903		$	32,254		$	31,437

See accompanying notes

23

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

1. Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”), which is comprised of twenty-eight Funds, is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, (the “Act”) as a diversified, open-end management investment company. These financial statements and notes to the financial statements relate to the American Beacon Emerging Markets and International Equity Funds (the “Funds”), each a series of the Trust.

American Beacon Advisors, Inc. (the “Manager”) is a wholly-owned subsidiary of Lighthouse Holdings, Inc. and was organized in 1986 to provide business management, advisory, administrative and asset management consulting services to the Trust and other investors.

Class Disclosure

The Funds have multiple classes of shares designed to meet the needs of different groups of investors. The following table sets forth the differences among the classes:

Class:	Offered to:
Institutional Class	Investors making an initial investment of $250,000
Y Class	Investors making an initial investment of $100,000
Investor Class	General public and investors investing through an intermediary
Advisor Class	Investors investing through an intermediary
Retirement Class	Investors investing through an intermediary
A Class	General public and investors investing through an intermediary with applicable sales charges, which may include a front-end sales charge and a contingent deferred sales charge (“CDSC”)
C Class	General public and investors investing through an intermediary with applicable sales charges, which may include a CDSC
AMR Class	Investors in the tax-exempt retirement and benefit plans of the Manager, AMR Corporation, and its affiliates

Each class offered by the Trust has equal rights as to assets and voting privileges. Income and non-class specific expenses are allocated daily to each class on the basis of the relative net assets. Realized and unrealized capital gains and losses of each class are allocated daily based on the relative net assets of each class of the respective Fund. Class specific expenses, where applicable, currently include administrative service fees, service fees, and distribution fees and vary among the classes as described more fully in Note 2.

Recently Adopted Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. The amendments in the ASU enhance disclosures about offsetting of financial assets and liabilities to enable investors to understand the effect of these arrangements on a fund’s financial position. In January 2013, FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The amendments in ASU No. 2013-01 clarify the scope of disclosures required by ASU No. 2011-11. These ASUs are effective for annual periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Funds adopted ASU 2011-11 and 2013-01 effective January 1, 2013. The adoption did not have any impact on the Funds’ financial statements as the accounting standard affects only the disclosure requirements for offsetting financial instruments.

24

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

2. Transactions with Affiliates

Management Agreement

The Trust and the Manager are parties to a Management Agreement that obligates the Manager to provide or oversee the provision of all investment advisory, fund management, and securities lending services. Investment assets of the Funds are managed by multiple investment advisors which have entered into separate investment advisory agreements with the Manager and the Trust. As compensation for performing the duties required under the Management Agreement, the Manager receives from the Funds an annualized fee equal to 0.05% of the average daily net assets. The Fund pays to the unaffiliated investment advisors hired to direct investment activities of the Funds. Management fees paid during the six months ended April 30, 2014 were as follows (in thousands):

Fund	Management Fee Rate			Management Fee		Amounts paid to Investment Advisors		Net Amounts Retained by Manager
Emerging Markets		0.80	%	$	477	$	447	$	30
International Equity		0.31	%		3,337		2,742		595

As compensation for services provided by the Manager in connection with securities lending activities, the lending Fund pays to the Manager, with respect to cash collateral posted by borrowers, a fee up to 25% of the net monthly interest income (the gross interest income earned by the investment of cash collateral, less the amount paid to borrowers and related expenses) from such activities and, with respect to loan fees paid by borrowers when a borrower posts collateral other than cash, a fee up to 25% of such loan fees. This fee is included in income derived from securities lending and Management and investment advisory fees on the Statements of Operations. During the six months ended April 30, 2014 securities lending fees paid to the Manager on behalf of the International Equity Fund were $58,972.

Administrative Services Agreement

The Manager and the Trust entered into an Administrative Services Agreement which obligates the Manager to provide or oversee administrative services to the Funds. As compensation for performing the duties required under the Administrative Services Agreement, the Manager receives an annualized fee of 0.40% of the average daily net assets of the A and C Classes, 0.30% of the average daily net assets of the Institutional, Y, Investor, Advisor, and Retirement Classes of the Funds and 0.05% of the average daily net assets of the AMR Class of the Funds.

Distribution Plans

The Funds, except for the Advisor, Retirement, A and C Classes of the Funds, have adopted a “defensive” Distribution Plan (the “Plan”) in accordance with Rule 12b-1 under the Act, pursuant to which no separate fees will be charged to the Funds for distribution purposes. However, the Plan authorizes the management and administrative service fees received by the Manager and the investment advisors hired by the Manager to be used for distribution purposes. Under this Plan, the Funds do not intend to compensate the Manager or any other party, either directly or indirectly, for the distribution of Funds shares.

Separate Distribution Plans (the “Distribution Plans”) have been adopted pursuant to Rule 12b-1 under the Act for the Advisor and Retirement Classes of the Funds. Under the Distribution Plans, as compensation for distribution assistance, the Manager receives an annual fee of 0.25% of the average daily net assets of the Advisor and A Classes, 0.50% of the average daily net assets of the Retirement Class and 1.00% of the average daily net assets of the C Class. The fee will be payable without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the Manager for distribution assistance.

25

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Brokerage Commissions

Affiliated entities of an investment advisor to the Emerging Markets Fund received net commissions on purchases and sales of the Fund’s portfolio securities totaling $664 for the six months ended April 30, 2014.

Service Plans

The Manager and the Trust entered into Service Plans that obligate the Manager to oversee additional shareholder servicing of the Y, Investor, Advisor and Retirement Classes. As compensation for performing the duties required under the Service Plans, the Manager receives 0.10% of the average daily net assets of the Y Class, 0.15% of the average daily net assets of the A and C Classes, 0.25% of the average daily net assets of the Advisor and Retirement Classes and up to 0.375% of the average daily net assets of the Investor Class of the Funds.

Investment in Affiliated Funds

The Funds may invest in the American Beacon Money Market Select Fund (the “MM Select Fund”) and the American Beacon U.S. Government Money Market Select Fund (the “USG Select Fund”) (collectively the “Select Funds”). Cash collateral received by the Funds in connection with securities lending may be invested in the Select Funds. The Funds and the Select Funds have the same investment advisor and therefore, are considered to be affiliated. The Manager serves as investment advisor to the Select Funds and receives from the Select Funds an annualized management fee of 0.09% of the average daily net assets of the Select Funds. During the six months ended April 30, 2014, fees earned by the Manager from the Select Funds were as follows:

	Direct Investments in Select Funds		Securities Lending Collateral Invested in Select Funds		Total
International Equity	$	4,516	$	13,579	$	18,095

Interfund Lending Program

Pursuant to an exemptive order by the Securities and Exchange Commission (the “SEC”), the Funds, along with other registered investment companies having management contracts with the Manager, may participate in an interfund lending program. This program provides an alternative credit facility allowing the Funds to borrow from other participating Funds. The Funds did not utilize the credit facility during the period.

Expense Reimbursement Plan

The Manager voluntarily and contractually agreed to reimburse the Funds to the extent that total annual operating expenses exceeded the Fund’s expense cap. For the six months ended April 30, 2014, the Manager reimbursed expenses as follows:

		Expense Caps
Fund	Class	11/1/13 to 2/28/14			3/1/14 to 4/30/14			Reimbursed Expenses		Expiration of Reimbursements
Emerging Markets	Institutional		1.35	%		1.35	%	$	8,051		2017
Emerging Markets	Y		1.45	%		1.45	%		1,380		2017
Emerging Markets	Investor		1.79	%		1.79	%		1,648		2017
Emerging Markets	A		1.79	%		1.79	%		589		2017
Emerging Markets	C		2.54	%		2.54	%		175		2017
Emerging Markets	AMR		—			1.35	%		—		2017
International Equity	Institutional*		0.71	%*		0.70	%*		67,114		2017
International Equity	Advisor		N/A			N/A			—		2017
International Equity	Retirement		1.47	%		N/A			—		2017
International Equity	A		1.25	%		N/A			—		2017
International Equity	C		1.99	%		N/A			—		2017

* Voluntary Reimbursement

26

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Of these amounts, $1,263 and $7,100 was receivable from the Manager to the Emerging Markets and International Equity Funds, respectively at April 30, 2014. The Funds have adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of fees waived or expenses reimbursed for a period of up to three years. However, reimbursement will occur only if the Class’ average net assets have grown or expenses have declined sufficiently to allow reimbursement without causing its expense ratio to exceed the previously agreed upon contractual expense limit. The carryover of excess expenses potentially reimbursable to the Manager are as follows:

Fund	Recovered Expenses		Excess Expense Carryover		Expiration of Reimbursed Expenses
Emerging Markets	$	—	$	67,581		2014
Emerging Markets		—		28,833		2015
Emerging Markets		—		45,693		2016
International Equity		—		2,051		2014
International Equity		—		19,484		2015
International Equity		—		88,916		2016

Sales Commissions

The Funds’ distributor, Foreside Fund Services, LLC (“Foreside”), may receive a portion of A Class sales charges from broker dealers and it may be used to offset distribution related expenses. For the six months ended April 30, 2014, Foreside collected $90 and $2,345 for Emerging Markets and International Equity Funds, respectively, from the sale of Class A Shares.

A CDSC of 0.50% will be deducted with respect to Class A Shares on certain purchases of $1,000,000 or more that are redeemed in whole or part within 18 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 0.50% of the lesser of the original purchase price or the value of the redemption of the Class A Shares redeemed. During the six months ended April 30, 2014, there were no CDSC fees collected for Class A Shares.

A CDSC of 1.00% will be deducted with respect to Class C Shares redeemed within 12 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 1.00% of the lesser of the original purchase price or the value of the redemption of the Class C Shares redeemed. During the six months ended April 30, 2014, $30 in CDSC fees were collected for the Emerging Markets Fund. There were no CDSC fees for the International Equity Fund

3. Security Valuation and Fair Value Measurements

Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally 4 p.m. ET, each day that the Exchange is open for business. Equity securities, including exchange-traded funds (“ETFs”), for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade.

Investments in open-end mutual funds are valued at the closing net asset value (“NAV”) per share of the mutual fund on the day of valuation. Investment grade short-term obligations with 60 days or less to maturity are valued using the amortized cost method, which approximates fair value.

Securities for which the market prices are not readily available or are not reflective of the fair value of the security, as determined by the Manager, will be priced at fair value following procedures approved by the Trust’s Board of Trustees (the “Board”).

Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, a Fund is required to deposit with its futures broker, an amount of cash or U.S. Government

27

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

and Agency Obligations in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized, but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed on the Statements of Assets and Liabilities.

For valuation purposes, the last quoted prices of non-U.S. equity securities may be adjusted under the circumstances described below. If the Fund determines that developments between the close of a foreign market and the close of the Exchange will, in its judgment, materially affect the value of some or all of its portfolio securities, the Fund will adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of the close of the Exchange. In deciding whether it is necessary to adjust closing prices to reflect fair value, the Fund reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Funds’ pricing time of 4:00 p.m. Eastern Standard Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. These securities are fair valued using a pricing service and are categorized as Level 2 in the fair value hierarchy. The pricing service, using methods approved by the Board, considers the correlation of the trading patterns of the foreign security to intraday trading in the U.S. markets, based on indices of domestic securities and other appropriate indicators such as prices of relevant ADRs and futures contracts.

Valuation Inputs

Various inputs may be used to determine the fair value of the Funds’ investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1 – Quoted prices in active markets for identical securities.

Level 2 – Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others.

Level 3 – Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Level 1 and Level 2 trading assets and trading liabilities, at fair value

Common stocks and financial derivative instruments, such as futures contracts that are traded on a national securities exchange, are stated at the last reported sale or settlement price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level 1 of the fair value hierarchy. Valuation adjustments may be applied to certain securities that are solely traded on a foreign exchange to account for the market movement between the close of the foreign market and the close of the Exchange. These securities are valued using pricing service providers that consider the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments. Securities using these valuation adjustments are categorized as Level 2 of the fair value hierarchy. Preferred securities and other equities traded on inactive markets or valued by reference to similar instruments are also categorized as Level 2 of the fair value hierarchy.

Investments in registered open-end investment management companies will be valued based upon the NAVs of such investments and are categorized as Level 1 of the fair value hierarchy. Short-term investments

28

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

having a maturity of 60 days or less are generally valued at amortized cost which approximates fair value. These investments are categorized as Level 2 of the fair value hierarchy.

Over-the-counter (“OTC”) financial derivative instruments, such as foreign currency contracts, derive their value from underlying asset prices, indices, reference rates, and other inputs or a combination of these factors. These contracts are normally valued on the basis of broker dealer quotations or pricing service providers. Depending on the product and the terms of the transaction, the fair value of the financial derivative contracts can be estimated by a pricing service provider using a series of techniques, including simulation pricing models. The pricing models use inputs that are observed from actively quoted markets such as issuer details, indices, spreads, interest rates, curves, dividends, and exchange rates. Financial derivatives that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

The Funds’ investments are summarized by level based on the inputs used to determine their values. U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) also requires all transfers between any levels to be disclosed. The end of period timing recognition has been adopted for the transfers between levels of each Fund’s assets and liabilities. During the six months ended April 30, 2014, there were no transfers between levels. As of April 30, 2014, the Funds’ investments were classified as described below (in thousands):

Emerging Markets*	Level 1			Level 2		Level 3		Total
Foreign Preferred Stocks	$	3,441		$	—	$	—	$	3,441
Foreign Common Stocks		112,280			321		—		112,601
Convertible Bonds		—			78		—		78
Short-Term Investments – Money Market Funds		6,089			—		—		6,089
Total Investments in Securities	$	122,209		$	399	$	—	$	122,209
	Level 1			Level 2		Level 3		Total
Financial Derivative Instruments - Assets
Forward Currency Contracts	$	—		$	—	$	—	$	—
Futures Contracts		243			—		—		243
Total Financial Derivative Instruments - Assets	$	243		$	—	$	—	$	243
	Level 1			Level 2		Level 3		Total
Financial Derivative Instruments - Liabilities
Forward Currency Contracts	$	(2	)	$	—	$	—	$	(2	)
Futures Contracts		—			—		—		—
Total Financial Derivative Instruments - Liabilities	$	(2	)	$	—	$	—	$	(2	)
International Equity*	Level 1			Level 2		Level 3		Total
Foreign Common Stocks	$	2,185,842		$	—	$	—	$	2,185,842
Foreign Preferred Stocks		15,076			—		—		15,076
Warrents		540			—		—		540
Short-Term Investments – Money Market Funds		67,836			—		—		67,836
Securities Lending Collateral Invested In Money Market Funds		118,593			—		—		118,593
Total Investments in Securities	$	2,387,347		$	—	$	—	$	2,387,347
	Level 1			Level 2		Level 3		Total
Financial Derivative Instruments - Assets
Forward Currency Contracts	$	885		$	—	$	—	$	885
Futures Contracts		1,567			—		—		1,567
Total Financial Derivative Instruments - Assets	$	2,452		$	—	$	—	$	2,452
	Level 1			Level 2		Level 3		Total
Financial Derivative Instruments - Liabilities
Forward Currency Contracts	$	(369	)	$	—	$	—	$	(369	)
Futures Contracts		(390	)		—		—		(390	)
Total Financial Derivative Instruments - Liabilities	$	(759	)	$	—	$	—	$	(759	)

* Refer to the Schedule of Investments for country information.

29

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Security Transactions and Investment Income

Security transactions are recorded on the trade date of the security purchase or sale. The Funds may purchase securities with delivery or payment to occur at a later date. At the time the Funds enter into a commitment to purchase a security, the transaction is recorded, and the value of the security is reflected in the NAV. The value of the security may vary with market fluctuations.

Dividend income, net of foreign taxes, is recorded on the ex-dividend date, except certain dividends from foreign securities which are recorded as soon as the information is available to the Funds. Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. For financial and tax reporting purposes, realized gains and losses are determined on the basis of specific lot identification.

Currency Translation

All assets and liabilities initially expressed in foreign currency values are converted into U.S. dollar values at the mean of the bid and ask prices of such currencies against U.S. dollars as last quoted by a recognized dealer. Income, expenses, and purchases and sales of investments are translated into U.S. dollars at the rate of exchange prevailing on the respective dates of such transactions. The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in fair values of securities held and is reported with all other foreign currency gains and losses in the Funds’ Statements of Operations.

Dividends to Shareholders

Dividends from net investment income of the Funds normally will be declared and paid at least annually. Distributions, if any, of net realized capital gains are generally paid at least annually and recorded on the ex-dividend date.

Commission Recapture

The Funds have established brokerage commission recapture arrangements with certain brokers or dealers. If the Fund’s investment advisor chooses to execute a transaction through a participating broker, the broker rebates a portion of the commission back to the Fund. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the Fund. This amount is reported with the net realized gain in the Fund’s Statement of Operations.

Allocation of Income, Expenses, Gains, and Losses

Income, expenses (other than those attributable to a specific class), gains, and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimated.

Redemption Fees

The Emerging Markets Fund imposes a 2% redemption fee of all classes and the International Equity Fund imposes a 2% redemption fee on the AMR class for shares held for less than 90 days. The fee is deducted

30

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

from the redemption proceeds and is intended to offset the trading costs, market impact, and other costs associated with short-term trading activity in the Funds. The “first-in, first-out” method is used to determine the holding period. The fee is allocated to all classes of the Funds pro-rata based on their respective net assets.

Other

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. In the normal course of business, the Trust enters into contracts that provide indemnification to the other party or parties against potential costs or liabilities. The Trust’s maximum exposure under these arrangements is dependent on claims that may be made in the future and, therefore, cannot be estimated. The Trust has had no prior claims or losses pursuant to any such agreement.

4. Securities and Other Investments

American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), and Non-Voting Depositary Receipts (“NVDRs”)

ADRs are depositary receipts for foreign issuers in registered form traded in U.S. securities markets. GDRs are in bearer form and traded in both the U.S. and European securities markets. NVDRs represent financial interests in an issuer but the holder is not entitled to any voting rights. Depositary receipts may not be denominated in the same currency as the securities into which they may be converted. Investing in depositary receipts entails substantially the same risks as direct investment in foreign securities. There is generally less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies. In addition, such companies may use different accounting and financial standards (and certain currencies may become unavailable for transfer from a foreign currency), resulting in the Fund’s possible inability to convert immediately into U.S. currency proceeds realized upon the sale of portfolio securities of the affected foreign companies. In addition, the Fund may invest in unsponsored depositary receipts, the issuers of which are not obligated to disclose material information about the underlying securities to investors in the United States. Ownership of unsponsored depositary receipts may not entitle the Fund to the same benefits and rights as ownership of a sponsored depositary receipt or the underlying security.

Chess Depository Instruments (“CDIs”)

CDIs are financial products in which a unit of beneficial ownership is the underlying financial interests of the issuer. The financial interests of the issuer can be foreign equities, debt or other securities through one or more nominee companies, known as depository nominees. These underlying financial interests are quoted on the Australian Stock Exchange (“ASX”) market. With the exception of voting arrangements and some corporate actions of foreign issuers domiciled in certain jurisdictions, the CDI holder has the same rights as holders of financial interests of the issuer that are legally registered in the holder’s name. All of the economic benefits such as dividends, bonus issues, rights issues, interest payments, and maturity payments or similar corporate actions flow through to the CDI holder as if you were the legal owner of the corresponding financial product. The difference between holding CDIs and holding the foreign shares of the issuer is that the holder has beneficial ownership of the equivalent number of foreign shares of the issuer instead of legal title. Legal title to the foreign shares of the issuer is held by a nominee company on behalf of CDI holders.

Master Agreements

The Fund is a party to International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreements”) with counterparties that govern transactions in over-the-counter derivative and foreign exchange contracts entered into by the Fund and those counterparties. The ISDA Master Agreements contain

31

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

provisions for general obligations, representations, agreements, collateral and events of default or termination. Events of termination include conditions that may entitle counterparties to elect to terminate early and cause settlement of all outstanding transactions under the applicable ISDA Master Agreement. Any election to terminate early could be material to the financial statements. Since different types of forward and OTC financial derivative transactions have different mechanics and are sometimes traded out of different legal entities of particular counterparty organization, each type of transaction may be covered by a different Master Agreement, resulting in the need for multiple agreements with a single counterparty. As the Master Agreements are specific to unique operations of different asset types, they allow a Fund to net its total exposure to a counterparty in the event of a default with respect to all the transactions governed under a single agreement with a counterparty.

Master Securities Forward Transaction Agreements (“Master Forward Agreements”) govern the considerations and factors surrounding the settlement of certain forward settling transactions, such as delayed delivery or sale-buyback financing transactions by and between a Fund and select counterparties. The Master Forward Agreements maintain provisions for, among other things, initiation and confirmation, payment and transfer, events of default, termination, and maintenance of collateral.

Other Investment Company Securities and Other Exchange Traded Products

The Funds may invest in shares of other investment companies, including open-end funds, closed-end funds, business development companies, ETFs, exchange-traded notes (“ETNs”), unit investment trusts, and other investment companies of the Trust. The Funds may invest in investment company securities advised by the Manager or a sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear a Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Investments in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.

5. Financial Derivative Instruments

Forward Foreign Currency Contracts

The Funds may enter into forward foreign currency contracts to hedge the exchange rate risk on investment transactions or to hedge the value of the Fund’s securities denominated in foreign currencies. Forward foreign currency contracts are valued at the forward exchange rate prevailing on the day of valuation. The Funds bear the market risk that arises from changes in foreign exchange rates, and accordingly, the unrealized gain (loss) on these contracts is reflected in the accompanying financial statements. The Funds also bear the credit risk if the counterparty fails to perform under the contract.

For the six months ended April 30, 2014, the Funds entered into foreign currency exchange contracts primarily for return enhancement and hedging.

The Funds’ foreign currency contract notional dollar values outstanding fluctuate throughout the operating year as required to meet strategic requirements. The following tables illustrate the quarterly volume of foreign currency contracts. For the purpose of this disclosure, volume is measured by the amounts bought and sold in USD (in thousands).

32

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

	Outstanding Contract Amounts Bought
For the Quarter Ended	October 31, 2013		April 30 2014
Emerging Markets	$	—	$	85
International Equity		100,516		111,541
	Outstanding Contract Amounts Sold
For the Quarter Ended	October 31, 2013		April 30 2014
Emerging Markets	$	243	$	330
International Equity		4,361		54,003

Futures Contracts

Futures contracts are contracts to buy or sell a standard quantity of securities at a specified price on a future date. The Funds may enter into financial futures contracts as a method for keeping assets readily convertible to cash if needed to meet shareholder redemptions or for other needs while maintaining exposure to the stock or bond market, as applicable. The primary risks associated with the use of futures contracts are the possibility of illiquid markets or imperfect correlation between the values of the contracts and the underlying securities, or that the counterparty will fail to perform its obligations.

Upon entering into a futures contract, the Funds are required to set aside or deposit with a broker an amount, termed the initial margin, which typically represents a portion of the face value of the futures contract. A Fund usually reflects this amount on the Schedule of Investments as a U.S. Treasury Bill held as collateral for futures contracts or as Cash deposited with broker on the Statements of Assets and Liabilities. Payments to and from the broker, known as variation margin, are required to be made on a daily basis as the price of the futures contract fluctuates. Changes in initial settlement values are accounted for as unrealized appreciation (depreciation) until the contracts are terminated, at which time realized gains and losses are recognized. Futures contracts are valued at the most recent settlement price established each day by the exchange on which they are traded.

For the six months ended April 30, 2014, the Funds entered into future contracts primarily for return enhancement, hedging and exposing cash to markets.

The Funds’ average futures contracts outstanding fluctuate throughout the operating year as required to meet strategic requirements. The following table illustrates the quarterly volume of futures contracts. For purpose of this disclosure, volume is measured by contracts outstanding at period end.

	Average Futures Contracts Outstanding
For the Quarter Ended	October 31, 2013		April 30, 2014
Emerging Markets		9		10
International Equity		9		8

The following is a summary of the Funds’ derivative financial instruments categorized by risk exposure (in thousands) ^(1) (2):

Fair Values of financial derivative instruments on the Statements of Assets and Liabilities as of April 30, 2014:

Assets	Derivative	Emerging Markets			International Equity
Unrealized appreciation of foreign currency contracts	Foreign Exchange Contract	$	—		$	885
Unrealized appreciation of futures contracts	Equity Contract		243			1,567
Liabilities	Derivative	Emerging Markets			International Equity
Unrealized depreciation of foreign currency contracts	Foreign Exchange Contract	$	(2	)	$	(369	)
Unrealized depreciation of futures contracts	Equity Contract		—			(391	)

33

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

The effect of financial derivative instruments on the Statements of Operations for the six months ended April 30, 2014:

Statements of Operations:	Derivative	Emerging Markets			International Equity
Net realized gain (loss) from foreign currency contracts	Foreign Exchange Contract	$	(7	)	$	(1,662	)
Net realized gain (loss) from futures contracts	Equity Contract		(203	)		4,556
Statements of Operations:	Derivative	Emerging Markets			International Equity
Change in net unrealized appreciation or (depreciation) of foreign currency contracts	Foreign Exchange Contract	$	4		$	(1,222	)
Change in net unrealized appreciation or (depreciation) of futures contracts	Equity Contract		187			(1,583	)

(1) See Note 3 in the Notes to Financial Statements for additional information.

(2) The volume of derivative activity described above is reflective of the derivative activity through the current period of operations.

6. Principal Risks

In the normal course of business the Fund trades financial instruments and enters into financial transactions where risk of potential loss exists. Security values fluctuate (market risk) and may decline due to factors affecting securities markets in general, particular industries represented in the securities markets or conditions specifically related to a particular company. Failure of the other party to a transaction to perform (credit and counterparty risk), for example by not making principal and interest payments when due, reduces the value of the issuer’s debt and could reduce the Fund’s income. Similar to credit risk, the Fund may be exposed to counterparty risk, or the risk that an institution or other entity with which the Funds have unsettled or open transactions will fail to make required payments or otherwise comply with the terms of the instrument, transaction or contract. The potential loss could exceed the value of the financial assets recorded in the financial statements. Some of the Fund’s investments may be illiquid and the Fund may not be able to vary the portfolio investments in response to changes in economic and other conditions. If a Fund is required to liquidate all or a portion of its investments quickly, the Fund may realize significantly less than the value at which it previously recorded those investments.

Market Risks

The Fund’s investments in financial derivatives and other financial instruments expose the Fund to various risks such as, but not limited to, interest rate, foreign currency and equity risks.

Interest rate risk is the risk that fixed income securities will decline in value because of changes in interest rates. As nominal interest rates rise, the value of certain fixed income securities held by the Fund is likely to decrease. A nominal interest rate can be described as the sum of a real interest rate and an expected inflation rate. Fixed income securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than securities with shorter durations. Duration is useful primarily as a measure of the sensitivity of a fixed income’s market price to interest rate (i.e. yield) movements.

If the Fund invests directly in foreign currencies or in securities that trade in, and receive revenues in, foreign currencies, or in financial derivatives that provide exposure to foreign currencies, they will be subject to the risk that those currencies will decline in value relative to the base currency of the Fund, or, in the case of hedging positions, that the Fund’s base currency will decline in value relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. As a result, the Fund’s investments in foreign currency denominated securities may reduce the returns of the Fund.

34

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

The fair values of equities, such as common stocks and preferred securities or equity related investments such as futures, may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities and equity related investments generally have greater market price volatility than fixed income securities.

Counterparty Credit Risk

A derivative contract may suffer a mark to market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

With exchange traded futures, there is less counterparty credit risk to the Funds since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, the credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, a Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency) of the clearing broker or clearinghouse. Additionally, credit risk exists in exchange traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Funds.

Cash collateral that has been pledged to cover obligations of the Funds and cash collateral received from the counterparty, if any, is reported separately on the Statements of Assets and Liabilities as Deposits with brokers for futures contracts and Payable to brokers for futures contracts, respectively. Non-cash collateral pledged by the Funds, if any, is noted in the Schedules of Investments. Generally, the amount of collateral due from or to a party is determined at the close of business of the Funds and additional required collateral is delivered to/pledged by the Funds on the next business day. To the extent amounts due to the Funds from its counterparties are not fully collateralized, contractually or otherwise, the Funds bear the risk of loss from counterparty non-performance. The Funds attempt to mitigate counterparty risk by only entering into agreements with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties.

Offsetting Assets and Liabilities

The Funds are parties to enforceable master netting agreements between brokers and counterparties, such as International Swaps and Derivatives Association (“ISDA”) agreements which provide for the right to offset under certain circumstances. The Funds employ multiple money managers and counterparties and have elected not to offset qualifying financial and derivative instruments on the Statements of Assets and Liabilities, as such all financial and derivative instruments are presented on a gross basis. The impacts of netting arrangements that provide the right to offset are detailed below. The net amount represents the net receivable or payable that would be due from or to the counterparty in the event of default. Exposure from borrowings and other financing agreements can only be netted across transactions governed by the same Master Agreement with the same legal entity. All amounts reported below represent the balance as of the report date, April 30, 2014 (in thousands).

35

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Emerging Markets Fund

Offsetting of Financial Liabilities and Derivative Liabilities as of April 30, 2014

Description	Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts of Liabilities Presented in the Statement of Assets and Liabilities
Futures Contracts	$	(19	)	$	—	$	(19	)
Foreign Currency Contracts		(2	)		—		(2	)
	$	(21	)	$	—	$	(21	)

Financial Assets, Derivative Assets, and Collateral Pledged by Counterparty as of April 30, 2014

	Net amount of Assets Presented in the Statement of Assets and Liabilities			Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty				Financial Instruments		Cash Collateral Received		Net Amount
Bank of America, N.A.	$	(1	)	$	—	$	—	$	(1	)
Goldman Sachs Bank USA		(19	)		—		—		(19	)
State Street Bank and Trust Co. HK		(1	)		—		—		(1	)
	$	(21	)	$	—	$	—	$	(21	)

International Equity Fund

Offsetting of Financial Assets and Derivative Assets as of April 30, 2014

Description	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts of Assets Presented in the Statement of Assets and Liabilities
Futures Contracts	$	1,567	$	—	$	1,567
Foreign Currency Contracts		885		—		885
Securities Lending		112,828		—		112,828
	$	115,280	$	—	$	115,280

Offsetting of Financial Liabilities and Derivative Liabilities as of April 30, 2014

Description	Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts of Liabilities Presented in the Statement of Assets and Liabilities
Futures Contracts	$	(390	)	$	—	$	(390	)
Foreign Currency Contracts		(369	)		—		(369	)
	$	(759	)	$	—	$	(759	)

36

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Financial Assets, Derivative Assets, and Collateral Pledged by Counterparty as of April 30, 2014

	Net amount of Assets			Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty	Presented in the Statement of Assets and Liabilities			Financial Instruments		Cash Collateral Received1			Net Amount
Bank of America, N.A.	$	(124	)	$	—	$	—		$	(124	)
Bank of Montreal		75			—		—			75
Barclays Bank DLC Wholesale		209			—		—			209
Barclays Capital		14,931			—		14,931			—
BNP Paribas Prime Brokerage		299			—		299			—
BNP Paribas S.A.		(10	)		—		—			(10	)
CitiBank, N.A		(37	)		—		—			(37	)
CitiBank Global Markets Inc.		3,261			—		3,261			—
Credit Suisse Securities (USA)		3,660			—		3,660			—
Deutsche Bank AG London		(74	)		—		—			(74	)
Goldman Sachs Bank USA		1,178			—		—			1,178
Goldman Sachs Capital Markets LP		109			—		—			109
Goldman Sachs & Co.		1,660			—		1,660			—
JPMorgan Clearing Corp		2,040			—		2,040			—
Merrill Lynch, Pierce, Fenner		10,234			—		10,234			—
Morgan Stanley & Co. LLC		68,954			—		68,954			—
Royal Bank of Scotland		175			—		—			175
SG Americas Securities LLC		7,789			—		7,789			—
Societe Generale PLC		53			—		—			53
UBS AG		139			—		—			139
	$	114,521		$	—	$	(112,828	)	$	1,693

¹  Excess of collateral received from the individual counterparty is not shown for financial reporting purposes. Collateral with a value of $118,593 has been received in connection with securities lending transactions.

7. Federal Income and Excise Taxes

It is the policy of each Fund to qualify as a regulated investment company (“RIC”), by complying with all applicable provisions of Subchapter M of the Internal Revenue Code, as amended, and to make distribution of taxable income sufficient to relieve it from substantially all federal income and excise taxes. For federal income tax purposes, each Fund is treaded as a single entity for the purpose of determining such qualification.

The Funds do not have any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the four year period ended October 31, 2013 remain subject to examination by the Internal Revenue Service. If applicable, the Funds recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statements of Operations.

Dividends are categorized in accordance with income tax regulations which may treat certain transactions differently than U.S. GAAP. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

The Funds may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on returns of income earned or gains realized or repatriated. Taxes are accrued and applied to net investment income, net realized capital gains and net unrealized appreciation or depreciation, as applicable, as the income is earned or capital gains are recorded.

The tax character of distributions paid were as follows (in thousands):

37

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

	Emerging Markets				International Equity
	Six Months Ended April 30, 2014		Year Ended October 31, 2013		Six Months Ended April 30, 2014		Year Ended October 31, 2013
Distributions paid from:
Ordinary income*
Institutional Class	$	100	$	92	$	14,406	$	16,101
Y Class		22		21		7,149		55
Investor Class		43		55		4,093		10,473
Advisor Class		—		—		73		106
Retirement		—		—		7		—
A Class		2		5		79		40
C Class		—		—		15		5
AMR Class		1,154		1,078		8,617		10,213
Total distributions paid	$	1,321	$	1,251	$	34,439	$	36,993

^*  For tax purposes, short-term capital gains are considered ordinary income distributions.

As of April 30, 2014, the components of distributable earnings or (deficits) on a tax basis were as follows (in thousands):

	Emerging Markets			International Equity
Cost basis of investments for federal income tax purposes	$	129,359		$	1,949,746
Unrealized appreciation		11,157			484,260
Unrealized depreciation		(18,307	)		(46,659	)
Net unrealized appreciation or (depreciation)		(7,150	)		437,601
Undistributed ordinary income		1,168			32,770
Undistributed long-term gain or (loss)		2,149			(64,144	)
Other temporary differences		245			2,819
Distributable earnings or (deficits)	$	(3,588	)	$	409,046

Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The temporary differences between financial reporting and tax-basis reporting of unrealized appreciation or (depreciation) are attributable primarily to the tax deferral of losses from wash sales, the realization for tax purposes of unrealized gain or (loss) on certain derivative instruments, the realization for tax purposes of unrealized gain or (loss) on investments in passive foreign investment companies, and Section 732 basis adjustments.

Due to inherent differences in the recognition of income, expenses and realized gains or (losses) under U.S. generally accepted accounting principles and federal income tax regulations, permanent differences between book and tax reporting have been identified and appropriately reclassified on the Statements of Assets and Liabilities.

Accordingly, the following amounts represent current year permanent differences derived from foreign currency, gains/(losses) from sales of investments in passive foreign investment companies and Section 732 basis adjustments that have been reclassified as of April 30, 2014 (in thousands):

	Emerging Markets			International Equity
Paid-in-capital	$	—		$	200
Undistributed net investment income		(25	)		1,661
Accumulated net realized gain (loss)		25			(1,860	)
Unrealized appreciation or (depreciation) of investments, futures contracts and foreign currency		—			(1	)

Under the Regulated Investment Company Modernization Act of 2010 (the “RIC MOD”), net capital losses recognized by the Funds in taxable years beginning after December 22, 2010 are carried forward indefinitely and retain their character as short-term and/or long-term losses. Prior to RIC MOD, net capital

38

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

losses incurred by the Funds were carried forward for eight years and treated as short-term losses. RIC MOD requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of April 30, 2014 the capital loss carryforward positions of the Funds prior to the provisions of RIC MOD that may be applied against realized net taxable gains in each succeeding year or until their expiration dates, whichever occurs first, are as follows (in thousands):

Fund	2017
International Equity	$	62,968

For the six months ended April 30, 2014, the Emerging Markets Fund utilized $21,714 of post-RICMOD loss carryforwards and the International Equity Fund utilized $71,593 of pre-RIC MOD loss carryforwards (in thousands).

8. Investment Transactions

The aggregate cost of purchases and proceeds from sales of investments, other than short-term obligations, for the six months ended April 30, 2014 were (in thousands):

	Emerging Markets		International Equity
Purchases	$	24,210	$	423,258
Sales and maturities		27,130		268,608

A summary of the International Equity Fund’s transactions in the Select Funds for the six months ended April 30, 2014 is set forth below (in thousands):

Fund	Affiliated Fund		October 31, 2013 Shares/Fair Value		Purchases		Sales		April 30, 2014 Shares/Fair Value		Dividend Income
Direct		USG Select Fund	$	10,000	$	10,000	$	20,000	$	10,000	$	8
Securities Lending		USG Select Fund		19,596		399,207		324,495		94,308		—

9. Securities Lending

The International Equity Fund may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income. The borrowers are required to secure their loans continuously with collateral in an amount at least equal to the fair value of the securities loaned, initially in an amount at least equal to 102% of the fair value of domestic securities loaned and 105% of the fair value of international securities loaned. Collateral is monitored and marked to market daily. Daily mark to market amounts are required to be paid to the borrower or received from the borrower by the end of the following business day. This one day settlement for mark to market amounts may result in the collateral being temporarily less than the value of the securities on loan or temporarily more than the required minimum collateral.

To the extent that a loan is collateralized by cash, such cash collateral shall be invested by the securities lending agent (the “Agent”) in money market mutual funds, and other short-term investments, provided the investments meet certain quality and diversification requirements. Securities purchased with cash collateral proceeds are listed in the Fund’s Schedule of Investments and the collateral is shown on the Statements of Assets and Liabilities as a payable.

Securities lending income is generated from the demand premium (if any) paid by the borrower to borrow a specific security and from the return on investment of cash collateral, reduced by negotiated rebate fees paid to the borrower and transaction costs. To the extent that a loan is secured by non-cash collateral, securities lending income is generated as a demand premium reduced by transaction costs. The Fund, the Agent, and the Manager retained 80%, 10% and 10%, respectively, of the income generated from securities lending.

39

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

While securities are on loan, the Fund continues to receive certain income associated with that security and any gain or loss in the market price that may occur during the term of the loan. In the case of domestic equities, the value of any dividend is received in the form of a substitute payment approximately equal to the dividend. In the case of foreign securities, a negotiated amount is received that is less than the actual dividend, but higher than the dividend amount minus the foreign tax that the Fund would be subject to on the dividend.

Securities lending transactions pose certain risks to the Fund, including that the borrower may not provide additional collateral when required or return the securities when due, that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower, that non-cash collateral may be subject to legal constraints in the event of a borrower bankruptcy, and that the cash collateral investments could become illiquid and unable to be used to return collateral to the borrower. The Fund could also experience delays and costs in gaining access to the collateral. The Fund bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower and any action which impairs its ability to liquidate non-cash collateral to satisfy a borrower default.

At April 30, 2014, the value of outstanding securities on loan and the value of collateral was as follows (in thousands):

Fair Value of Securities on Loan		Non-Cash Collateral		Cash Collateral Posted by Borrower
$	112,828	$	—	$	118,593

Cash collateral is listed in the Funds’ Schedules of Investments and is shown on Statements of Assets and Liabilities. Income earned on these investments is included in Income derived from securities lending in the Statements of Operations.

Non-cash collateral received by the Funds may not be sold or re-pledged except to satisfy a borrower default. Therefore, non-cash collateral is not included on the Funds’ Schedules of Investments or Statements of Assets and Liabilities.

10. Capital Share Transactions

The tables below summarize the activity in capital shares for each Class of the Fund (dollars and shares in thousands):

For the Six Months ended April 30, 2014

	Institutional Class						Y Class						Investor Class
Emerging Markets Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		6		$	66			81		$	945			56		$	637
Redemption Fees		—			2			—			—			—			—
Reinvestment of dividends		9			99			2			21			3			42
Shares redeemed		(61	)		(714	)		(168	)		(1,918	)		(74	)		(833	)
Net (decrease) in shares outstanding		(46	)	$	(547	)		(85	)	$	(952	)		(15	)	$	(154	)
	A Class						C Class						AMR Class
Emerging Markets Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		1		$	11			5		$	58			892		$	10,411
Redemption Fees		—			—			—			—			—			13
Reinvestment of dividends		—			1			—			—			98			1,154
Shares redeemed		(5	)		(61	)		(1	)		(11	)		(1,080	)		(12,597	)
Net increase (decrease) in shares outstanding		(4	)	$	(49	)		4		$	47			(90	)	$	(1,019	)

40

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

	Institutional Class						Y Class						Investor Class						Advisor Class
International Equity Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		7,411		$	149,240			4,137		$	85,998			2,910		$	57,939			80		$	1,626
Redemption Fees		—			10			—			5			—			4			—			—
Reinvestment of dividends		627			12,437			205			4,201			207			4,066			3			73
Shares redeemed		(4,626	)		(93,269	)		(1,778	)		(36,991	)		(3,010	)		(60,353	)		(34	)		(694	)
Net increase in shares outstanding		3,412		$	68,418			2,564		$	53,213			107		$	1,656			49		$	1,005
	Retirement Class						A Class						C Class						AMR Class
International Equity Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		12		$	262			207		$	4,123			61		$	1,187			1,285		$	25,876
Redemption Fees		—			—			—			—			—			—			—			5
Reinvestment of dividends		—			7			3			63			1			12			434			8,617
Shares redeemed		(3	)		(66	)		(21	)		(413	)		(1	)		(10	)		(2,516	)		(50,667	)
Net increase (decrease) in shares outstanding		9		$	203			189		$	3,773			61		$	1,189			(797	)	$	(16,169	)

For the Year Ended October 31, 2013

	Institutional Class						Y Class						Investor Class
Emerging Markets Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		167		$	2,009			81		$	933			117		$	1,351
Redemption Fees		—			1			—			—			—			1
Reinvestment of dividends		8			92			2			20			5			54
Shares redeemed		(84	)		(1,000	)		(83	)		(978	)		(320	)		(3,650	)
Net increase (decrease) in shares outstanding		91		$	1,102			—		$	(25	)		(198	)	$	(2,244	)
	A Class						C Class						AMR Class
Emerging Markets Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		7		$	75			9		$	100			3,016		$	35,188
Redemption Fees		—			—			—			—			—			16
Reinvestment of dividends		—			2			—			—			90			1,078
Shares redeemed		(27	)		(292	)		(4	)		(43	)		(3,285	)		(37,952	)
Net increase (decrease) in shares outstanding		(20	)	$	(215	)		5		$	57			(179	)	$	(1,670	)

	Institutional Class						Y Class						Investor Class						Advisor Class
International Equity Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		13,571		$	239,015			28,347		$	506,048			7,619		$	131,317			367		$	6,480
Redemption Fees		—			71			—			17			—			40			—			—
Reinvestment of dividends		811			13,572			3			42			625			10,387			6			106
Shares redeemed		(8,904	)		(157,386	)		(7,201	)		(129,986	)		(19,776	)		(337,332	)		(201	)		(3,475	)
Net increase (decrease) in shares outstanding		5,478		$	95,272			21,149		$	376,121			(11,532	)	$	(195,588	)		172		$	3,111
	Retirement Class						A Class						C Class						AMR Class
International Equity Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		35		$	650			159		$	2,784			61		$	1,045			6,551		$	116,120
Redemption Fees		—			—			—			—			—			—			—			40
Reinvestment of dividends		—			—			2			33			—			5			610			10,213
Shares redeemed		(3	)		(59	)		(33	)		(574	)		(6	)		(108	)		(8,018	)		(139,459	)
Net increase (decrease) in shares outstanding		32		$	591			128		$	2,243			55		$	942			(857	)	$	(13,086	)

41

American Beacon Emerging Markets Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six
	Months
	Ended
	April 30,			Year Ended October 31,
	2014			2013			2012			2011A			2010			2009
	(unaudited)
Net asset value, beginning of period	$	12.15		$	11.33		$	12.67		$	14.55		$	11.95		$	9.00
Income from investment operations:
Net investment income (loss)		0.05			0.09			0.12			0.16			0.13			0.05
Net gains (losses) from investments (both realized and unrealized)		(0.10	)		0.86			0.11			(1.91	)		2.63			4.42
Total income (loss) from investment operations		(0.05	)		0.95			0.23			(1.75	)		2.76			4.47
Less distributions:
Dividends from net investment income		(0.13	)		(0.13	)		(0.16	)		(0.13	)		(0.16	)		(0.21	)
Distributions from net realized gains		—			—			(1.41	)		—			—			(1.31	)
Total distributions		(0.13	)		(0.13	)		(1.57	)		(0.13	)		(0.16	)		(1.52	)
Redemption fees added to beneficial interests		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B
Net asset value, end of period	$	11.97		$	12.15		$	11.33		$	12.67		$	14.55		$	11.95
Total return C		(0.37	)%D		8.39	%		3.05	%		(12.18	)%		23.36	%		60.56	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	9,259		$	9,962		$	8,256		$	8,523		$	9,023		$	9,494
Ratios to average net assets:
Expenses, before reimbursements		1.52	%E		1.64	%		1.50	%		1.55	%		1.58	%		1.66	%
Expenses, net of reimbursements		1.35	%E		1.35	%		1.33	%		1.24	%		1.39	%		1.66	%
Net investment income (loss), before reimbursements		0.65	%E		0.58	%		0.87	%		0.99	%		0.58	%		0.95	%
Net investment income (loss), net of reimbursements		0.82	%E		0.87	%		1.04	%		1.30	%		0.77	%		0.95	%
Portfolio turnover rate		21	%D		55	%		44	%		101	%		64	%		70	%

^A Brandes Investment Partners, LP was added as an investment manager to the Emerging Markets Fund on December 31, 2010.

^B  Amounts represent less than $0.01 per share.

^C  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D  Not annualized.

^E Annualized.

^F  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

42

American Beacon Emerging Markets Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class															Investor Class
Six															Six
Months												March 1			Months
Ended												to			Ended
April 30,			Year Ended October 31,									Oct. 31,			April 30,			Year Ended October 31,
2014			2013			2012			2011A			2010			2014			2013			2012			2011A			2010			2009
(unaudited)															(unaudited)
$	12.22		$	11.41		$	12.75		$	14.53		$	12.29		$	11.93		$	11.13		$	12.44		$	14.29		$	11.77		$	8.85
	(0.04	)		0.11			0.06			0.13			0.04			0.02			0.04			0.08			0.13			0.04			0.04
	(0.03	)		0.83			0.16			(1.91	)		2.20			(0.09	)		0.84			0.12			(1.93	)		2.63			4.35
	(0.07	)		0.94			0.22			(1.78	)		2.24			(0.07	)		0.88			0.20			(1.80	)		2.67			4.39
	(0.12	)		(0.13	)		(0.15	)		—			—			(0.08	)		(0.08	)		(0.10	)		(0.05	)		(0.15	)		(0.16	)
	—			—			(1.41	)		—			—			—			—			(1.41	)		—			—			(1.31	)
	(0.12	)		(0.13	)		(1.56	)		—			—			(0.08	)		(0.08	)		(1.51	)		(0.05	)		(0.15	)		(1.47	)
	0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B
$	12.03		$	12.22		$	11.41		$	12.75		$	14.53		$	11.78		$	11.93		$	11.13		$	12.44		$	14.29		$	11.77
	(0.45	)%D		8.22	%		2.91	%		(12.25	)%		18.23	%D		(0.59	)%D		7.89	%		2.72	%		(12.65	)%		22.85	%		60.24	%
$	907		$	1,962		$	1,837		$	5,296		$	13		$	6,419		$	6,675		$	8,427		$	9,030		$	12,478		$	10,208
	1.62	%E		1.75	%		1.72	%		1.68	%		1.82	%E		1.82	%E		1.95	%		1.84	%		1.84	%		1.86	%		1.96	%
	1.45	%E		1.45	%		1.44	%		1.33	%		1.42	%E		1.79	%E		1.79	%		1.75	%		1.70	%		1.77	%		1.96	%
	0.41	%E		0.56	%		(0.05	)%		0.99	%		0.40	%E		0.36	%E		0.26	%		0.56	%		0.77	%		0.29	%		0.65	%
	0.58	%E		0.86	%		0.23	%		1.35	%		0.79	%E		0.39	%E		0.42	%		0.65	%		0.91	%		0.37	%		0.65	%
	21	%D		55	%		44	%		101	%		64	%F		21	%D		55	%		44	%		101	%		64	%		70	%

43

American Beacon Emerging Markets Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	A Class																C Class
																	Six
													May 17				Months												Sept. 1
	Six Months												to				Ended												to
	Ended April			Year Ended October 31,									Oct. 31,				April 30,			Year Ended October 31,									Oct. 31,
	30, 2014			2013			2012			2011A			2010				2014			2013			2012			2011A			2010
	(unaudited)																(unaudited)
Net asset value, beginning of period	$	11.91		$	11.11		$	12.47		$	14.27		$	12.10			$	11.83		$	11.05		$	12.38		$	14.26		$	12.89
Income from investment operations:
Net investment income (loss)		0.02			0.06			0.10			0.06			0.02				(0.01	)		(0.05	)		0.03			9.00			(0.02	)
Net gains (losses) from investments (both realized and unrealized)		(0.09	)		0.82			0.09			(1.85	)		2.15				(0.09	)		0.83			0.07			(1.97	)		1.39
Total income (loss) from investment operations		(0.07	)		0.88			0.19			(1.79	)		2.17				(0.10	)		0.78			0.10			(1.88	)		1.37
Less distributions:
Dividends from net investment income		(0.06	)		(0.08	)		(0.14	)		(0.01	)		—				(0.03	)		—			(0.02	)		—			—
Distributions from net realized gains		—			—			(1.41	)		—			—				—			—			(1.41	)		—			—
Total distributions		(0.06	)		(0.08	)		(1.55	)		(0.01	)		—				(0.03	)		—			(1.43	)		—			—
Redemption fees added to beneficial interests		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B			0.00	B		0.00	B		0.00	B		0.00	B		0.00	B
Net asset value, end of period	$	11.78		$	11.91		$	11.11		$	12.47		$	14.27			$	11.70		$	11.83		$	11.05		$	12.38		$	14.26
Total return C		(0.56	)%D		7.94	%		2.64	%		(12.58	)%		17.93	%D			(0.88	)%D		7.06	%		1.83	%		(13.18	)%		10.63	%D
Ratios and supplemental data:																��
Net assets, end of period (in thousands)	$	437		$	491		$	685		$	433		$	2			$	112		$	62		$	5		$	8		$	1
Ratios to average net assets:
Expenses, before reimbursements		2.07	%E		2.19	%		2.01	%		2.97	%		2.26	%E			2.97	%E		3.26	%		3.74	%		26.96	%		4.49	%E
Expenses, net of reimbursements		1.79	%E		1.79	%		1.78	%		1.46	%		1.78	%E			2.54	%E		(0.55	)%		2.52	%		2.41	%		2.54	%E
Net investment income (loss), before reimbursements		0.10	%E		0.11	%		0.46	%		(0.10	)%		(0.10	)%E			(0.73	)%E		(0.54	)%		(1.19	)%		(23.86	)%		(2.91	)%E
Net investment income (loss), net of reimbursements		0.37	%E		0.52	%		0.69	%		1.41	%		0.39	%E			(0.30	)%E		0.18	%		0.03	%		0.69	%		(0.96	)%E
Portfolio turnover rate		21	%D		55	%		44	%		101	%		64	%F			21	%D		55	%		44	%		101	%		64	%F

^A  Brandes Investment Partners, LP was added as an investment manager to the Emerging Markets Fund on December 31, 2010.

^B  Amounts represent less than $0.01 per share.

^C  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D  Not annualized.

^E  Annualized.

^F  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

44

American Beacon Emerging Markets Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	AMR Class
	Six
	Months
	Ended
	April 30,			Year Ended October 31,
	2014			2013			2012			2011A			2010			2009
	(unaudited)
Net asset value, beginning of period	$	12.25		$	11.44		$	12.74		$	14.62		$	12.02		$	9.06
Income from investment operations:
Net investment income (loss)		0.05			0.12			0.14			0.18			0.11			0.09
Net gains (losses) from investments (both realized and unrealized)		(0.10	)		0.83			0.12			(1.97	)		2.68			4.43
Total income (loss) from investment operations		(0.05	)		0.95			0.26			(1.79	)		2.79			4.52
Less distributions:
Dividends from net investment income		(0.13	)		(0.14	)		(0.15	)		(0.09	)		(0.19	)		(0.25	)
Distributions from net realized gains		—			—			(1.41	)		—			—			X-1.31
Total distributions		(0.13	)		(0.14	)		(1.56	)		(0.09	)		(0.19	)		(1.56	)
Redemption fees added to beneficial interests		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B
Net asset value, end of period	$	12.07		$	12.25		$	11.44		$	12.74		$	14.62		$	12.02
Total return C		(0.39	)%D		8.34	%		3.26	%		(12.30	)%		23.47	%		61.01	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	105,875		$	108,493		$	103,363		$	113,894		$	128,841		$	109,985
Ratios to average net assets:
Expenses, before reimbursements		1.27	%E		1.39	%		1.24	%		1.31	%		1.34	%		1.42	%
Expenses, net of reimbursements		1.27	%E		1.39	%		1.24	%		1.31	%		1.34	%		1.42	%
Net investment income (loss), before reimbursements		0.91	%E		0.90	%		1.15	%		1.29	%		0.79	%		1.27	%
Net investment income (loss), net of reimbursements		0.91	%E		0.90	%		1.15	%		1.29	%		0.79	%		1.27	%
Portfolio turnover rate		21	%D		55	%		44	%		101	%		64	%		70	%

^A  Brandes Investment Partners, LP was added as an investment manager to the Emerging Markets Fund on December 31, 2010.

^B  Amounts represent less than $0.01 per share.

^C  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D  Not annualized.

^E  Annualized.

^F  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

45

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six
	Months
	Ended
	April 30,			Year Ended October 31,
	2014			2013			2012A			2011			2010			2009
	(unaudited)
Net asset value, beginning of period	$	20.07		$	16.05		$	15.27		$	16.67		$	15.51		$	13.13
Income from investment operations:
Net investment income		0.31			0.36			0.41			0.46			0.35			0.54
Net gains (losses) from investments (both realized and unrealized)		0.50			4.07			0.92			(1.41	)		1.30			2.78
Total income (loss) from investment operations		0.81			4.43			1.33			(0.95	)		1.65			3.32
Less distributions:
Dividends from net investment income		(0.33	)		(0.41	)		(0.55	)		(0.45	)		(0.49	)		(0.61	)
Distributions from net realized gains		—			—			—			—			—			—
Total distributions		(0.33	)		(0.41	)		(0.55	)		(0.45	)		(0.49	)		(0.94	)
Redemption fees added to beneficial interest		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B
Net asset value, end of period	$	20.55		$	20.07		$	16.05		$	15.27		$	16.67		$	15.51
Total return C		4.09	%D		28.14	%		9.25	%		(5.89	)%		10.81	%		27.44	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	961,438		$	870,729		$	608,256		$	512,093		$	527,718		$	489,837
Ratios to average net assets:
Expenses, before reimbursements		0.71	%E		0.72	%		0.72	%		0.70	%		0.71	%		0.73	%
Expenses, net of reimbursements		0.70	%E		0.71	%		0.72	%		0.70	%		0.71	%		0.73	%
Net investment income (loss), before reimbursements		3.13	%E		2.16	%		2.85	%		2.90	%		2.21	%		2.76	%
Net investment income, net of reimbursements		3.15	%E		2.17	%		2.85	%		2.90	%		2.21	%		2.76	%
Portfolio turnover rate		13	%D		27	%		60	%		33	%		38	%		41	%

^A  The Boston Company Asset Management, LLC was terminated as an investment advisor to the International Equity Fund on December 31, 2011.

^B  Amount represents less than $0.01 per share.

^C  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D  Not annualized.

^E  Annualized.

^F  Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.

46

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class																		Investor Class
Six																		Six
Months															August			Months
Ended															03 to			Ended
April 30,			Year Ended October 31,												October			April 30,			Year Ended October 31,
2014			2013			2012A			2011			2010			31, 2009			2014			2013			2012A			2011			2010			2009
(unaudited)																		(unaudited)
$	20.81		$	16.65		$	15.82		$	17.17		$	15.52		$	14.89		$	19.86		$	15.88		$	15.11		$	16.42		$	15.30		$	12.95
	0.29			0.62			0.04			0.49			0.04			0.04			0.26			0.25			0.38			0.44			0.29			0.37
	0.53			3.97			0.95			(1.50	)		1.61			0.59			0.50			4.09			0.87			(1.44	)		1.27			2.87
	0.82			4.59			1.36			(1.01	)		1.65			0.63			0.76			4.34			1.25			(1.00	)		1.56			3.24
	(0.33	)		(0.43	)		(0.53	)		(0.34	)		—			—			(0.24	)		(0.36	)		(0.48	)		(0.31	)		(0.44	)		(0.56	)
	—			—			—			—			—			—			—			—			—			—			—			(0.33	)
	(0.33	)		(0.43	)		(0.53	)		(0.34	)		—			—			(0.24	)		(0.36	)		(0.48	)		(0.31	)		(0.44	)		(0.89	)
	0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B
$	21.30		$	20.81		$	16.65		$	15.82		$	17.17		$	15.52		$	20.38		$	19.86		$	15.88		$	15.11		$	16.42		$	15.30
	4.01	%D		28.04	%		9.15	%		(6.00	)%		10.63	%		4.23	%D		3.87	%D		27.81	%		8.77	%		(6.21	)%		10.36	%		27.08	%
$	506,899		$	441,946		$	1,512		$	720		$	245		$	1		$	348,487		$	337,424		$	453,142		$	386,560		$	463,704		$	445,596
	0.81	%E		0.85	%		0.80	%		0.81	%		0.81	%		0.69	%E		1.05	%E		1.04	%		1.09	%		1.07	%		1.07	%		1.05	%
	0.81	%E		0.85	%		0.80	%		0.81	%		0.81	%		0.69	%E		1.05	%E		1.04	%		1.09	%		1.07	%		1.07	%		1.05	%
	3.03	%E		2.55	%		2.74	%		3.00	%		1.44	%		1.00	%E		2.70	%E		1.67	%		2.50	%		2.55	%		1.83	%		2.45	%
	3.03	%E		2.55	%		2.74	%		3.00	%		1.44	%		1.00	%E		2.70	%E		1.67	%		2.50	%		2.55	%		1.83	%		2.45	%
	13	%D		27	%		60	%		33	%		38	%		41	%F		13	%D		27	%		60	%		33	%		38	%		41	%

47

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Advisor Class
	Six
	Months
	Ended
	April 30,			Year Ended October 31,
	2014			2013			2012A			2011			2010			2009
	(unaudited)
Net asset value, beginning of period	$	20.36		$	16.36		$	15.52		$	16.74		$	15.20		$	12.86
Income from investment operations:
Net investment income (loss)		0.28			(0.41	)		0.09			0.07			0.89			0.31
Net gains (losses) from investments (both realized and unrealized)		0.49			4.83			1.18			(1.12	)		0.65			2.86
Total income (loss) from investment operations		0.77			4.42			1.27			(1.05	)		1.54			3.17
Less distributions:
Dividends from net investment income		(0.27	)		(0.42	)		(0.43	)		(0.17	)		—			(0.50	)
Distributions from net realized gains		—			—			—			—			—			(0.33	)
Total distributions		(0.27	)		(0.42	)		(0.43	)		(0.17	)		—			(0.83	)
Redemption fees added to beneficial interest		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B
Net asset value, end of period	$	20.86		$	20.36		$	16.36		$	15.52		$	16.74		$	15.20
Total return C		3.83	%D		27.51	%		8.59	%		(6.35	)%		10.13	%		26.58	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	6,388		$	5,232		$	1,397		$	1,015		$	746		$	1,722
Ratios to average net assets:
Expenses, before reimbursements		1.18	%E		1.20	%		1.31	%		1.24	%		1.26	%		1.45	%
Expenses, net of reimbursements		1.18	%E		1.20	%		1.31	%		1.24	%		1.26	%		1.44	%
Net investment income (loss), before reimbursements		2.69	%E		1.39	%		2.18	%		2.52	%		1.64	%		2.25	%
Net investment income, net of reimbursements		2.69	%E		1.39	%		2.18	%		2.52	%		1.64	%		2.26	%
Portfolio turnover rate		13	%D		27	%		60	%		33	%		38	%		41	%

^A  The Boston Company Asset Management, LLC was terminated as an investment advisor to the International Equity Fund on December 31, 2011.

^B  Amount represents less than $0.01 per share.

^C  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D  Not annualized.

^E  Annualized.

^F  Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.

^G  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

48

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Retirement Class																		A Class
Six																		Six
Months															May 1			Months												May 17
Ended															to			Ended												to
April 30,			Year Ended October 31,												Oct. 31,			April 30,			Year Ended October 31,									Oct. 31,
2014			2013			2012A			2011			2010			2009			2014			2013			2012A			2011			2010
(unaudited)																		(unaudited)
$	21.31		$	16.75		$	15.44		$	16.71		$	15.20		$	11.78		$	19.92		$	16.02		$	15.33		$	16.40		$	14.14
	0.23			0.19			(0.45	)		0.39			0.22			0.12			0.28			0.43			0.48			0.12			0.03
	0.54			4.37			1.76			(1.44	)		1.29			3.30			0.47			3.89			0.76			(1.14	)		2.23
	0.77			4.56			1.31			(1.05	)		1.51			3.42			0.75			4.32			1.24			(1.02	)		2.26
	(0.20	)		—			—			(0.22	)		—			—			(0.28	)		(0.42	)		(0.55	)		(0.05	)		—
	—			—			—			—			—			—			—			—			—			—			—
	(0.20	)		—			—			(0.22	)		—			—			(0.28	)		(0.42	)		(0.55	)		(0.05	)		—
	0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B
$	21.88		$	21.31		$	16.75		$	15.44		$	16.71		$	15.20		$	20.39		$	19.92		$	16.02		$	15.33		$	16.40
	3.66	%D		27.22	%		8.48	%		(6.37	)%		9.93	%		29.03	%D		3.80	%D		27.51	%		8.62	%		(6.26	)%		15.98	%D
$	981		$	755		$	52		$	1		$	1		$	1		$	8,069		$	4,113		$	1,255		$	461		$	4
	1.43	%E		1.46	%		6.40	%		3.43	%		1.66	%		1.48	%E		1.18	%E		1.21	%		1.29	%		2.24	%		1.26	%E
	1.43	%E		1.47	%		1.24	%		1.30	%		1.47	%		1.48	%E		1.18	%E		1.25	%		1.26	%		1.22	%		1.25	%E
	2.53	%E		1.78	%		(3.06	)%		0.17	%		1.25	%		1.72	%E		2.81	%E		1.73	%		2.03	%		1.03	%		0.96	%E
	2.53	%E		1.78	%		2.10	%		2.30	%		1.44	%		1.72	%E		2.81	%E		1.69	%		2.07	%		2.05	%		0.98	%E
	13	%D		27	%		60	%		33	%		38	%		41	%F		13	%D		27	%		60	%		33	%		38	%G

49

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	C Class
	Six
	Months												Sept. 1
	Ended												to
	April 30,			Year Ended October 31,									Oct. 31,
	2014			2013			2012A			2011			2010
	(unaudited)
Net asset value, beginning of period	$	19.47		$	15.70		$	15.21		$	16.39		$	14.82
Income from investment operations:
Net investment income (loss)		0.22			0.52			0.40			0.07			(0.01	)
Net gains (losses) from investments (both realized and unrealized)		0.44			3.59			0.71			(1.25	)		1.58
Total income (loss) from investment operations		0.66			4.11			1.11			(1.18	)		1.57
Less distributions:
Dividends from net investment income		(0.19	)		(0.34	)		(0.62	)		—			—
Distributions from net realized gains		—			—			—			—			—
Total distributions		(0.19	)		(0.34	)		(0.62	)		—			—
Redemption fees added to beneficial interest		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B
Net asset value, end of period	$	19.94		$	19.47		$	15.70		$	15.21		$	16.39
Total return C		3.45	%D		26.56	%		7.89	%		(7.20	)%		10.59	%D
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	2,460		$	1,220		$	115		$	76		$	1
Ratios to average net assets:
Expenses, before reimbursements		1.93	%E		1.95	%		2.12	%		7.39	%		2.60	%E
Expenses, net of reimbursements		1.93	%E		1.99	%		1.98	%		1.95	%		1.99	%E
Net investment income (loss), before reimbursements		2.27	%E		1.13	%		1.56	%		(4.32	)%		(0.81	)%E
Net investment income, net of reimbursements		2.27	%E		1.09	%		1.70	%		1.11	%		(0.20	)%E
Portfolio turnover rate		13	%D		27	%		60	%		33	%		38	%F

^A  The Boston Company Asset Management, LLC was terminated as an investment advisor to the International Equity Fund on December 31, 2011.

^B  Amount represents less than $0.01 per share.

^C  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D  Not annualized.

^E  Annualized.

^F  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

50

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

AMR Class
Six
Months
Ended
April 30,			Year Ended October 31,
2014			2013			2012A			2011			2010			2009
(unaudited)
$	20.12		$	16.08		$	15.31		$	16.78		$	15.61		$	13.25
	0.32			0.46			0.49			0.53			0.39			0.37
	0.52			4.04			0.87			(1.44	)		1.30			2.99
	0.84			4.50			1.36			(0.91	)		1.69			3.36
	(0.37	)		(0.46	)		(0.59	)		(0.56	)		(0.52	)		(0.67	)
	—			—			—			—			—			(0.33	)
	(0.37	)		(0.46	)		(0.59	)		(0.56	)		(0.52	)		(1.00	)
	0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B
$	20.59		$	20.12		$	16.08		$	15.31		$	16.78		$	15.61
	4.23	%D		28.56	%		9.47	%		(5.62	)%		11.05	%		27.70	%
$	461,537		$	467,156		$	387,197		$	388,185		$	469,414		$	431,499
	0.42	%E		0.43	%		0.45	%		0.45	%		0.46	%		0.48	%
	0.42	%E		0.43	%		0.45	%		0.45	%		0.46	%		0.48	%
	3.30	%E		2.47	%		3.16	%		3.15	%		2.45	%		3.00	%
	3.30	%E		2.47	%		3.16	%		3.15	%		2.45	%		3.00	%
	13	%D		27	%		60	%		33	%		38	%		41	%

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53

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To obtain more information about the Fund:

By E-mail: american_beacon.funds@ambeacon.com	On the Internet: Visit our website at www.americanbeaconfunds.com
By Telephone: Institutional, Y, Investor, Advisor, and Retirement Classes Call (800) 658-5811 AMR ClassSM Call (800) 345-2345	By Mail: American Beacon Funds P.O. Box 219643 Kansas City, MO 64121-9643
Availability of Quarterly Portfolio Schedules In addition to the Schedule of Investments provided in each semi-annual and annual report, the Fund files a complete schedule of its portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-Q as of the first and third fiscal quarters. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling (202) 551-8090. A complete schedule of each Fund’s portfolio holdings is also available at www.americanbeaconfunds.com approximately twenty days after the end of each month.	Availability of Proxy Voting Policy and Records A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available in the Fund’s Statement of Additional Information, is available free of charge on the Fund’s website www.americanbeaconfunds.com and by calling 1-800-967-9009 or by accessing the SEC’s website at www.sec.gov. The Fund’s proxy voting record for the most recent year ended June 30 is filed annually with the SEC on Form N-PX. The Fund’s Forms N-PX are available on the SEC’s website at www.sec.gov. The Fund’s proxy voting record may also be obtained by calling 1-800-967-9009.

Fund Service Providers:

CUSTODIAN State Street Bank and Trust Boston, Massachusetts TRANSFER AGENT Boston Financial Data Services Kansas City, Missouri INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP Dallas, Texas DISTRIBUTOR Foreside Fund Services, LLC Portland, Maine

This report is prepared for shareholders of the American Beacon Funds and may be distributed to others only if preceded or accompanied by a current Prospectus or Summary Prospectus.

American Beacon Funds, American Beacon Emerging Markets Fund and American Beacon International Equity Fund are service marks of American Beacon Advisors, Inc.

SAR 4/14

About American Beacon Advisors

Since 1986, American Beacon Advisors has offered a variety of products and investment advisory services to numerous institutional and retail clients, including a variety of mutual funds, corporate cash management, and separate account management.

Our clients include defined benefit plans, defined contribution plans, foundations, endowments, corporations, financial planners, and other institutional investors. With American Beacon Advisors, you can put the experience of a multi-billion dollar asset management firm to work for your company.

Contents

President’s Message	1
Performance Overviews	2
Schedules of Investments:
Balanced Fund	9
Mid-Cap Value Fund	17
Small Cap Value II Fund	21
Financial Statements	25
Notes to the Financial Statements	29
Financial Highlights	48
Additional Information	Back Cover

Any opinions herein, including forecasts, reflect our judgment as of the end of the reporting period and are subject to change. Each advisor’s strategies and each Fund’s portfolio composition will change depending on economic and market conditions. This report is not a complete analysis of market conditions and therefore, should not be relied upon as investment advice. Although economic and market information has been compiled from reliable sources, American Beacon Advisors, Inc. makes no representation as to the completeness or accuracy of the statements contained herein.

American Beacon Funds April 30, 2014

Dear Shareholders,   After a remarkably strong 2013, the stock market began to slow somewhat in the early part of this year. The large-cap S&P 500 Index closed last year up more than 32%, while the small-cap Russell 2000 Index was even stronger, rising nearly 39%.   January, however, brought some headwinds to the market, including a harsh winter that slowed parts of the U.S. economy. As a result, the market paused to catch its breath as we entered the new year. In the first four months of 2014, the S&P 500 Index rose by 2.56% while the Russell 2000 Index declined in value by 2.80%.

These twists and turns are to be expected in the markets, which is why we design the American Beacon Funds for the long haul. We also provide a variety of funds across different asset classes so our shareholders can build more diversified portfolios. We even seek to provide diversification within funds, as with our flagship American Beacon Balanced Fund, which invests in both stocks and bonds.

These funds strive to give investors the peace of mind that comes with prudent, long-term decision making. For the six months ended April 30, 2014:

• The American Beacon Balanced Fund (Investor Class) returned 6.83%.

• The American Beacon Mid-Cap Value Fund (Investor Class) returned 6.67%.

• The American Beacon Small Cap Value II Fund (Investor Class) returned 6.64%.

Thank you for your continued investment in the American Beacon Funds. For additional information about the Funds or to access your account information, please visit our website at www.americanbeaconfunds.com.

	Best Regards,
	Gene L. Needles, Jr.
	President
	American Beacon Funds

1

American Beacon Balanced Fund^SM

Performance Overview

April 30, 2014 (Unaudited)

The Investor Class of the Balanced Fund (the “Fund”) returned 6.83% for the six months ended April 30, 2014, outperforming the 60% Russell 1000^® Value Index/40% Barclays Capital Aggregate Index (“Balanced Composite Index”) return of 6.47% for the same period.

Total Returns for the Period ended 4/30/14

	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,8)		7.07	%		14.45	%		14.98	%		7.45	%
Y Class (1,2,8)		6.93	%		14.33	%		14.85	%		7.39	%
Investor Class (1,8)		6.83	%		14.08	%		14.58	%		7.12	%
Advisor Class (1,3,8)		6.77	%		13.90	%		14.41	%		6.91	%
A Class with sales charge (1,4,8)		0.66	%		7.36	%		13.11	%		6.44	%
A Class without sales charge (1,4,8)		6.78	%		13.88	%		14.46	%		7.06	%
C Class with sales charge (1,5,8)		5.40	%		12.06	%		13.81	%		6.76	%
C Class without sales charge (1,5,8)		6.40	%		13.06	%		13.81	%		6.76	%
AMR Class (1,8)		7.17	%		14.78	%		15.27	%		7.73	%
Balanced Composite Index (6)		6.47	%		12.12	%		13.75	%		7.02	%
Russell 1000 Value Index (7)		9.61	%		20.90	%		19.52	%		7.95	%
Barclays Capital Aggregate Index (7)		1.74	%		-0.26	%		4.88	%		4.83	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.

2. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/04 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Institutional Class are lower than those of the Y Class. Therefore, total returns shown may be lower than they would have been had the Y Class been in existence since 4/30/04. A portion of the fees charged to the Y Class of the Fund was waived in 2011 and partially recouped in 2013. Performance prior to waiving fees was lower thatn the actual returns shown in 2011.

3. Fund performance for the ten-year period represents the returns achieved by the Investor Class from 4/30/04 up to 5/31/05, the inception date of the Advisor Class, and the returns of the Advisor Class since its inception. Expenses of the Advisor Class are higher than those of the Investor Class. Therefore, total returns shown may be higher than they would have been had the Advisor Class been in existence since 4/30/04. A portion of the fees charged to the Advisor Class of the Fund was waived in 2005. Performance prior to waiving fees was lower than actual returns shown for 2005.

4. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/04 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than

those of the Investor Class. As a result total returns shown may be higher than they would have been had the A Class been in existence since 4/30/04. A portion of the fees charged to the A Class of the Fund was waived in 2011 and 2012. Performance prior to waiving fees was lower than the actual returns shown in 2011 and 2012. A Class has a maximum sales charge of 5.75%.

5. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/04 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/04. A portion of the fees charged to the C Class of the Fund was waived from 2010 through 2012 and partially recouped in 2013. Performance prior to waiving fees was lower than the actual returns shown from 2010 through 2012. The maximum contingent deferred sales charge for C Class is 1.00% for shares redeemed within one year of the date of purchase.

6. To reflect the Fund’s allocation of its assets between investment grade fixed-income securities and equity securities, the returns of the Russell 1000 Value Index and the Barclays Capital Aggregate Index have been combined in a 60%/40% proportion.

7. The Russell 1000 Value Index is an unmanaged index of those stocks in the Russell 1000 Index with lower price-to-book ratios and lower forecasted growth values. Russell 1000 Value Index and Russell 1000 Index are registered trademarks of Frank Russell Company. The Barclays Capital Aggregate Index is a market value weighted index of government, corporate, mortgage-backed and asset-backed fixed-rate debt securities of all maturities. One cannot directly invest in an index.

8. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, A, C, and AMR Class shares was 0.61%, 0.69%, 0.93%, 1.08%, 1.11%, 1.85%, and 0.34%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

During the six-month period, the Fund’s assets on average were invested 65% in equities (including equitized cash) and 35% in fixed-income securities, ending the period with approximately 66% invested in equities and 34% in fixed-income securities.

The equity portion of the Fund (excluding equitized cash) returned 10.46% for the period, outperforming the Russell 1000 Value Index (the “Index”) return of 9.61%. The Fund’s excess performance versus the Index was due to stock selection as sector allocation was relatively flat versus the Index.

The Fund’s Information Technology and Financials sectors’ holdings contributed most to excess performance. In the Information Technology sector, Microsoft (up 16.1%), Oracle (up 25.6%) and Hewlett Packard (up 38.2%) added the most

2

American Beacon Balanced Fund^SM

Performance Overview

April 30, 2014 (Unaudited)

relative value. Not owning Goldman Sachs, which returned 0.01% in the Index, nor State Street which was down 7.2% in the Index, positively impacted performance in the Financials sector. A position in Bank of America (up 8.7%) also contributed to performance. The aforementioned good per-formance was somewhat offset by poor stock selection in the Energy sector. Seadrill (down 20.6%) and Cobalt International Industries (down 16.1%) were the largest detractors in the Energy sector. Not owning Exxon Mobil, which was up 15.9% in the Index, also detracted from the Fund’s returns.

An overweight position in Consumer Discretionary, the second worst performing sector in the Index and an underweight in the Utilities sector detracted approximately 15 (0.15%) and 5 (0.05%) basis points, respectively, from per-formance through sector allocation. This was mostly negated by overweight positions in the Health Care sector and Information Technology, the best performing sector in the Index, which added relative value.

The fixed-income portion of the Fund returned 2.40% for the six-month period, outperforming the Barclays Capital Aggregate Index return of 1.74%. The Fund’s fixed income excess performance was mostly due to sector allocation as security selection detracted value relative to the Index. Overweighting the Finance sector of the Fund’s Corporate securities and an underweight position in Mortgage-Backed Securities were the largest contributors from an allocation perspective. The Fund’s Corporate securities holdings detracted from performance. Within Corporates, holdings in the Finance sector were the largest detractor from the Fund’s returns. From a duration perspective, the portfolio’s overweight to long duration securities, specifically securities in the 10 to 30 year range, benefited performance.

The sub-advisors continue to focus on the disciplined selection of attractive securities that should allow the Fund to benefit long-term.

Top Ten Holdings (% Net Assets)

JPMorgan Chase & Co.		2.3
Citigroup, Inc.		1.8
Wells Fargo & Co.		1.6
Microsoft Corp.		1.4
BP PLC, Sponsored ADR		1.4
Bank of America Corp.		1.3
Target Corp.		1.2
WellPoint, Inc.		1.2
Sanofi		1.1
Pfizer, Inc.		1.1
Total Fund Holdings	504

Sector Allocation (% Equities)

Financials	25.6
Energy	13.4
Information Technology	12.9
Health Care	12.9
Consumer Discretionary	10.9
Industrials	8.5
Consumer Staples	5.7
Telecommunication Services	4.8
Utilities	3.9
Materials	1.2
Service	0.2

Sector Allocation (% Fixed Income)

U.S. Treasury Notes/Bonds	36.8
Finance	17.0
Mortgage-Backed Obligations	12.8
CMBS	6.7
Manufacturing	5.4
Agency	4.9
Service	3.8
Energy	3.2
Asset-Backed Obligations	2.9
Telecommunications	2.8
Utilities	1.4
Municipal Obligations	1.0
Consumer	0.7
Transportation	0.6

Investing in debt securities entails interest rate risk, which is the risk that debt securities will decrease in value with increases in market interest rates. The Fund may invest in futures contracts, which are a type of derivative investment. Investing in derivatives could result in losing more than the amount invested. Investing in foreign securities entails additional risk not associated with domestic securities, such as currency fluctuations, economic and political instability and differences in accounting standards. Investing in the securities of small and mid-capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies. The intrinsic value of stocks selected for the Fund may never be realized by the market, and the prices of value stocks may go down. While investing in value stocks may limit downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk. Credit risk is the risk that the issuer of a bond will fail to make timely payment of interest or principal; and the decline in an issuer’s credit rating can cause the price of its bonds to go down. Please see the prospectus for a complete discussion of the Fund’s risks. Duration is a measure of price sensitivity relative to changes in interest rates.

3

American Beacon Mid-Cap Value Fund^SM

Performance Overview

April 30, 2014 (Unaudited)

The Investor Class of the Mid-Cap Value Fund (the “Fund”) returned 6.67% for the six months ended April 30, 2014. The Fund underperformed the Russell Midcap^® Value Index (the “Index”) return of 9.69% for the same period.

Total Returns for the Period ended 4/30/14

	6 Months*			1 Year			5 Years			Since Incep. (6/30/04)
Institutional Class (1,3,9)		6.77	%		23.99	%		22.82	%		9.79	%
Y Class (1,4,9)		6.77	%		23.80	%		22.74	%		9.76	%
Investor Class (1,2,9)		6.67	%		23.67	%		22.66	%		9.62	%
Advisor Class (1,5,9)		6.47	%		23.29	%		22.20	%		9.43	%
A Class with sales charge (1,6,9)		0.36	%		16.22	%		20.80	%		8.77	%
A Class without sales charge (1,6,9)		6.49	%		23.29	%		22.22	%		9.42	%
C Class with sales charge (1,7,9)		5.18	%		21.40	%		21.58	%		9.13	%
C Class without sales charge (1,7,9)		6.18	%		22.40	%		21.58	%		9.13	%
AMR Class (1,9)		6.87	%		24.18	%		23.01	%		9.95	%
Russell Midcap Value Index (8)		9.69	%		22.10	%		22.61	%		10.28	%

* Not annualized

1. Please note that the recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please call 1-800-967-9009 or visit www.americanbeaconfunds.com. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares. A portion of the fees charged to the AMR Class of the Fund was waived through 2005. Performance prior to waiving fees was lower than the actual returns shown for periods through 2005.

2. Fund performance for the since inception period represents the returns achieved by the AMR Class from 6/30/04 up to 3/1/06, the inception date of the Investor Class, and the returns of the Investor Class since its inception. Expenses of the Investor Class are higher than those of the AMR Class. As a result, total returns shown may be higher than they would have been had the Investor Class been inexistence since 6/30/04. A portion of the fees charged to the Investor Class of the Fund has been waived since 2006. Performance prior to waiving fees was lower than actual returns shown since 2006.

3. Fund performance for the since inception period represents the returns achieved by the AMR Class from 6/30/04 up to 11/30/05, the inception date of the Institutional Class, and the returns of the Institutional Class since its inception. Expenses of the Institutional Class are higher than those of the AMR Class. As a result, total returns shown may be higher than they would have been had the Institutional Class been in existence since 6/30/04. A portion of the fees charged to the Institutional Class of the Fund has been waived since 2007. Performance prior to waiving fees was lower than the actual returns show since 2007.

4. Fund performance for the five-year and since inception periods represent the returns achieved by the AMR Class from 6/30/04 up

to 11/30/05, the inception date of the Institutional Class, and the total returns of the Institutional Class from 11/30/05 up to 3/1/10, the inception date of the Y Class and the returns of the Y Class since its inception. Expenses of the AMR and Institutional Classes are lower than those of the Y Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 6/30/04. A portion of the fees charged to the Y Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns since 2010.

5. Fund performance for the since inception period represents the returns achieved by the AMR Class from 6/30/04 to 11/30/05, the Institutional Class from 11/30/05 to 3/1/06 and the Investor Class from 3/1/06 to 6/29/07, the inception date of the Advisor Class, and the returns of the Advisor Class since its inception. Expenses of the AMR, Institutional, and Investor Classes are lower than those of the Advisor Class. As a result, total returns shown may be higher than they would have been had the Advisor Class been in existence since 6/30/04. A portion of the fees charged to the Advisor Class of the Fund has been waived since 2007. Performance prior to waiving fees was lower than the actual returns shown since 2007.

6. Fund performance for the five-year and since inception periods represent the total returns achieved by the AMR Class from 6/30/04 to 11/30/05, the Institutional Class from 11/30/05 to 3/1/06 and the Investor Class from 3/1/06 to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the AMR, Institutional, and Investor Classes are lower than those of the A Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 6/30/04. A portion of the fees charged to the A Class of the Fund was waived from 2010 through 2012 and partially recouped in 2013. Performance prior to waiving fees was lower than the actual returns from 2010 through 2012. A Class has a maximum sales charge of 5.75%.

7. Fund performance for the five-year and since inception periods represent the total returns achieved by the AMR Class from 6/30/04 to 11/30/05, the Institutional Class from 11/30/05 to 3/1/06 and the Investor Class from 3/1/06 to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the AMR, Institutional, and Investor Classes are lower than those of the C Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 6/30/04. A portion of the fees charged to the C Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum contingent deferred sales charge for the C Class is 1.00% for shares redeemed within one year of the date of purchase.

8. The Russell Midcap Value Index is an unmanaged index of those stocks in the Russell Midcap Index with lower price-to-book ratios and lower forecasted growth values. The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000 Index. Russell Midcap Value Index, Russell Midcap Index and Russell 1000 Index are registered trademarks of Frank Russell Company. One cannot directly invest in an index.

9. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, A, C, and AMR Class shares was 1.00%, 1.12%, 1.26%, 1.62%, 1.49%, 2.26%, and 0.74%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

American Beacon Mid-Cap Value Fund^SM

Performance Overview

April 30, 2014 (Unaudited)

The Fund underperformed the Index primarily due to stock selection as sector allocation detracted minimal value relative to the Index.

The Fund’s investments in the Industrials sector detracted more than 140 basis points (1.40%) from the Fund’s returns. In the Industrials sector, KBR (down 27.5%) and URS (down 10.4%) were the largest detractors. Not owning Delta Air Lines, which was up 40.2% in the Index, also negatively impacted performance. The Fund’s Health Care and Consumer Discretionary sectors also detracted relative value. Not owning Forest Laboratories, which was up 95.4% in the Index, detracted from performance in the Health Care sector. Positions in Laboratory Corporation of America (down 1.6%) and Patterson Companies (down 3.8%) also hurt performance. International Game Technology (down 32.5%), L. Brands (down 11.3%) and Staples (down 21.5%) detracted from performance in the Consumer Discretionary sector. The aforemen-tioned poor performance was somewhat offset by good stock selection in the Energy sector. Superior Energy Services (up 23.1%) and Baker Hughes (up 20.9%) were the largest contributors in the Energy sector.

The Fund’s overweight position in Consumer Discretionary, the worst performing sector in the Index, detracted more than 20 basis points (0.20%) from performance through sector allocation. This poor performance was mostly offset by an overweight in Industrials which added approx-imately 15 basis points (0.15%) to the Fund’s returns.

The sub-advisors’ philosophy of investing in undervalued companies that exhibit improving profitability and earnings growth potential should allow the Fund to benefit longer term.

Top Ten Holdings (% Net Assets)

Delphi Automotive PLC		1.8
Willis Group Holdings PLC		1.5
Fifth Third Bancorp		1.4
Interpublic Group of Cos., Inc.		1.4
L-3 Communications Holdings, Inc.		1.4
Avnet, Inc.		1.3
Rockwood Holdings, Inc.		1.3
Masco Corp.		1.3
Assurant, Inc.		1.3
Royal Caribbean Cruises Ltd.		1.3
Total Fund Holdings	145

Sector Allocation (% Equities)

Financials	28.4
Industrials	16.5
Consumer Discretionary	15.5
Information Technology	10.3
Health Care	8.5
Energy	7.0
Utilities	5.3
Consumer Staples	4.9
Materials	3.6

The Fund may invest in futures contracts, which are a type of derivative investment. Investing in derivatives could result in losing more than the amount invested. Investing in foreign securities entails additional risk not associated with domestic securities, such as currency fluctuations, economic and political instability and differences in accounting standards. The intrinsic value of stocks selected for the Fund may never be realized by the market, and the prices of value stocks may go down. While investing in value stocks may limit downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk. Investing in the securities of mid-capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies. Please see the prospectus for a complete discussion of the Fund’s risks.

5

American Beacon Small Cap Value II Fund^SM

Performance Overview

April 30, 2014 (Unaudited)

The Investor Class of the Small Cap Value II Fund (the “Fund”) returned 6.64% for the six months ended April 30, 2014, outperforming the Russell 2000^® Value Index (the “Index”) return of 4.97% for the same period.

Total Returns for the Period Ended 4/30/14
	6 Months*			1 Year			Since Incep. (11/15/11)
Y Class (1,3)		6.82	%		18.96	%		18.96	%
Investor Class (1,3)		6.64	%		18.62	%		18.62	%
Russell 2000 Value Index (2)		4.97	%		19.61	%		20.92	%

* Not annualized

1. Please note the recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. A portion of the fees charged to each Class of the Fund has been waived since inception. Performance prior to waiving fees was lower than the actual returns shown since inception. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.

2. Russell 2000 Value Index and Russell 2000 Index are registered trademarks of Frank Russell Company. The Russell 2000 Value Index is an unmanaged index of those stocks in the Russell 2000 Index with lower price-to-book ratios and lower forecasted growth values. One cannot directly invest in an index.

3. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Y and Investor Class shares was 2.83%, and 3.12%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

The Fund outperformed the Index mostly due to stock selection as sector allocation added minimal value relative to the benchmark. The Fund’s holdings in the Financials and Industrials sectors contributed more than 160 (1.60%) and 105 (1.05%) basis points, respectively, to performance. In the Financials sector, Federated National Holdings (up 68.7%), ConnectOne Bancorp (up 24.5%) and Protective Life (up 13.6%) contributed most to excess returns. MasTec (up 26.5%), Old Dominion Freight (up 29.3%) and Marten Transport (up 34.8%) had the greatest positive impact on relative performance in the Industrials sector. The Fund’s Energy and Information Technology companies also contributed to relative per-formance. In the Energy sector, Unit Corp (up 27.9%), Patterson UTI Energy (up 35.2%) and Vaalco

Energy (up 73.0%) were the largest contributors. ARRIS Group (up 50.6%), LTX Credence (up 60.0%) and Mercury Systems (up 53.4%) added the most value in the Information Technology sector.

The Fund’s underweight positions in the Financials and Health Care sectors added more than 10 basis points (0.10%) each to performance through sector allocation. An overweight in Materials, the second best performing sector in the Index, also added relative value.

The sub-advisors continue to focus on uncovering investment opportunities through stock selection that should benefit the Fund’s performance over the longer-term.

Top Ten Holdings (% Net Assets)
Photronics, Inc.		1.8
Bancorp, Inc.		1.6
Unit Corp.		1.5
EMCOR Group, Inc.		1.4
Federated National Holding Co.		1.4
ConnectOne Bancorp, Inc.		1.3
EnPro Industries, Inc.		1.3
MasTec, Inc.		1.3
Patterson-UTI Energy, Inc.		1.2
Stone Energy Corp.		1.2
Total Fund Holdings	164

Sector Allocation (% Equities)
Financials	27.1
Industrials	18.6
Information Technology	13.6
Consumer Discretionary	11.0
Energy	9.0
Materials	6.7
Consumer Staples	6.0
Utilities	5.3
Health Care	2.7

The Fund may invest in futures contracts, which are a type of derivative investment. Investing in derivatives could result in losing more than the amount invested. Investing in foreign securities entails additional risk not associated with domestic securities, such as currency fluctuations, economic and political instability and differences in accounting standards. The intrinsic value of stocks selected for the Fund may never be realized by the market, and the prices of value stocks may go down. While investing in value stocks may limit downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk. Investing in the securities of small/mid-capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies. The Fund may participate in a securities lending program. Please see the prospectus for a complete discussion of the Fund’s risks.

6

American Beacon Funds^SM

Fund Expenses

April 30, 2014 (Unaudited)

Fund Expense Example

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption fees if applicable, and (2) ongoing costs, including management fees, administrative service fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in a particular Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2013 through April 30, 2014.

Actual Expenses

The following tables provide information about actual account values and actual expenses. You may use the information on this page, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the “Expenses Paid During Period” for the applicable Fund to estimate the expenses you paid on your account during this period. Shareholders of the Investor and Institutional Classes that invest in a Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

Hypothetical Example for Comparison Purposes

The following tables provide information about hypothetical account values and hypothetical expenses based on a Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in a particular Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. Shareholders of the Investor and Institutional Classes that invest in a Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by a Fund, such as sales charges (loads) or redemption fees as applicable. Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the following tables are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

7

American Beacon Funds^SM

Fund Expenses

April 30, 2014 (Unaudited)

Balanced Fund
	Beginning Account Value 11/1/13			Ending Account Value 4/30/14			Expenses Paid During Period* 11/1/13 - 4/30/14
Institutional Class
Actual		$	1,000.00		$	1,070.66		$	2.98
Hypothetical **		$	1,000.00		$	1,021.92		$	2.91
Y Class
Actual		$	1,000.00		$	1,069.34		$	3.44
Hypothetical **		$	1,000.00		$	1,021.47		$	3.36
Investor Class
Actual		$	1,000.00		$	1,068.35		$	4.67
Hypothetical **		$	1,000.00		$	1,020.28		$	4.56
Advisor Class
Actual		$	1,000.00		$	1,067.67		$	5.49
Hypothetical **		$	1,000.00		$	1,019.49		$	5.36
A Class
Actual		$	1,000.00		$	1,067.83		$	5.54
Hypothetical **		$	1,000.00		$	1,019.44		$	5.41
AMR Class
Actual		$	1,000.00		$	1,071.73		$	1.64
Hypothetical **		$	1,000.00		$	1,023.21		$	1.61
C Class
Actual		$	1,000.00		$	1,064.05		$	9.37
Hypothetical **		$	1,000.00		$	1,015.72		$	9.15

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.58%, 0.67%, 0.91%, 1.07%, 1.08%, 1.83%, and 0.32% for the Institutional, Y, Investor, Advisor, A, C, and AMR Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

Mid-Cap Value Fund
	Beginning Account Value 11/1/13			Ending Account Value 4/30/14			Expenses Paid During Period* 11/1/13 - 4/30/14
Institutional Class
Actual		$	1,000.00		$	1,067.69		$	4.77
Hypothetical **		$	1,000.00		$	1,020.18		$	4.66
Y Class
Actual		$	1,000.00		$	1,067.71		$	5.28
Hypothetical **		$	1,000.00		$	1,019.69		$	5.16
Investor Class
Actual		$	1,000.00		$	1,066.65		$	6.00
Hypothetical **		$	1,000.00		$	1,018.99		$	5.86
Advisor Class
Actual		$	1,000.00		$	1,064.69		$	7.58
Hypothetical **		$	1,000.00		$	1,017.46		$	7.40
A Class
Actual		$	1,000.00		$	1,064.90		$	7.27
Hypothetical **		$	1,000.00		$	1,017.75		$	7.10
AMR Class
Actual		$	1,000.00		$	1,068.69		$	3.49
Hypothetical **		$	1,000.00		$	1,021.42		$	3.41
C Class
Actual		$	1,000.00		$	1,061.77		$	11.14
Hypothetical **		$	1,000.00		$	1,013.98		$	10.89

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.93%, 1.03%, 1.17%, 1.48%, 1.42%, 2.18%, and 0.68% for the Institutional, Y, Investor, Advisor, A, C, and AMR Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

Small Cap Value II Fund
	Beginning Account Value 11/1/13			Ending Account Value 4/30/14			Expenses Paid During Period* 11/1/13 - 4/30/14
Y Class
Actual		$	1,000.00		$	1,068.20		$	5.59
Hypothetical **		$	1,000.00		$	1,019.39		$	5.46
Investor Class
Actual		$	1,000.00		$	1,066.39		$	7.02
Hypothetical **		$	1,000.00		$	1,018.00		$	6.85

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 1.09% and 1.37% for the Y and Investor Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

8

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
COMMON STOCK - 58.61%
CONSUMER DISCRETIONARY - 6.44%
Auto Components - 0.38%
Johnson Controls, Inc.		77,900	$	3,516
Automobiles - 2.45%
Ford Motor Co.		255,500		4,126
General Motors Co.		260,679		8,989
Hertz Global Holdings, Inc.A		78,220		2,227
Honda Motor Co. Ltd., Sponsored ADRB		38,900		1,295
Toyota Motor Corp., Sponsored ADRB		56,700		6,148
				22,785
Hotels, Restaurants & Leisure - 0.33%
Carnival Corp.		43,800		1,721
McDonald’s Corp.		13,500		1,369
				3,090
Household Durables - 0.20%
Stanley Black & Decker, Inc.		21,300		1,829
Media - 1.44%
Comcast Corp., Special Class A		49,000		2,500
DIRECTVA		32,300		2,506
Interpublic Group of Cos., Inc.		119,000		2,073
Time Warner Cable, Inc.		17,400		2,461
Time Warner, Inc.		14,200		944
Tribune Co.A		37,800		2,940
				13,424
Multiline Retail - 1.51%
Dillard’s, Inc., Class A		24,600		2,409
Nordstrom, Inc.		14,600		895
Target Corp.		173,700		10,726
				14,030
Specialty Retail - 0.13%
Lowe’s Cos., Inc.		25,400		1,166
Total Consumer Discretionary				59,840
CONSUMER STAPLES - 3.38%
Beverages - 0.60%
Diageo PLC, Sponsored ADRB C		30,600		3,756
Molson Coors Brewing Co., Class B		15,900		954
PepsiCo, Inc.		10,000		859
				5,569
Food & Drug Retailing - 0.97%
Sysco Corp.		30,400		1,107
Wal-Mart Stores, Inc.		99,000		7,892
				8,999
Food Products - 0.35%
Kellogg Co.		21,800		1,457
Mondelez International, Inc., Class A		51,100		1,822
				3,279
Tobacco - 1.46%
Altria Group, Inc.		66,100		2,651
Imperial Tobacco Group PLC, ADRB C		47,000		4,098
Philip Morris International, Inc.		79,400		6,783
				13,532
Total Consumer Staples				31,379

	Shares		Fair Value
			(000’s)
ENERGY - 7.91%
Energy Equipment & Services - 0.94%
Cobalt International Energy, Inc.A		244,200	$	4,395
Halliburton Co.		69,000		4,352
				8,747
Oil & Gas - 6.97%
Apache Corp.		47,500		4,123
BP PLC, Sponsored, ADRB C		259,787		13,151
Canadian Natural Resources Ltd.		75,300		3,070
Chevron Corp.		26,828		3,367
ConocoPhillips		64,090		4,763
Hess Corp.		52,200		4,654
Kosmos Energy Ltd.A		45,700		499
Marathon Oil Corp.		75,500		2,729
Marathon Petroleum Corp.		24,850		2,310
Murphy Oil Corp.		28,900		1,833
Occidental Petroleum Corp.		81,600		7,814
Phillips 66		58,595		4,876
Royal Dutch Shell PLC, Class A, ADRB C		89,640		7,059
Seadrill Ltd.		63,700		2,244
Total S.A., Sponsored ADRB		32,600		2,322
				64,814
Total Energy				73,561
FINANCIALS - 14.85%
Banks - 1.28%
Bank of New York Mellon Corp.		56,100		1,900
PNC Financial Services Group, Inc.		63,825		5,364
SunTrust Banks, Inc.		120,000		4,591
				11,855
Diversified Financials - 9.18%
American Express Co.		52,800		4,616
Bank of America Corp.		777,780		11,776
Blackstone Group, LPD		89,800		2,652
Capital One Financial Corp.		93,900		6,939
Citigroup, Inc.		341,370		16,355
Goldman Sachs Group, Inc.		3,800		607
JPMorgan Chase & Co.		385,134		21,561
KKR & Co., LPD		110,600		2,512
Morgan Stanley		44,400		1,373
SLM Corp.		96,400		2,482
Wells Fargo & Co.		291,898		14,490
				85,363
Insurance - 4.16%
ACE Ltd.		18,000		1,842
Allstate Corp.		64,400		3,668
American International Group, Inc.		144,900		7,698
Berkshire Hathaway, Inc., Class BA		53,081		6,839
Hartford Financial Services Group, Inc.		73,200		2,626
Lincoln National Corp.		56,500		2,741
MetLife, Inc.		159,400		8,344
Unum Group		81,800		2,717
XL Group PLCC		70,100		2,198
				38,673
Real Estate - 0.23%
Hatteras Financial Corp.E		54,500		1,067
Two Harbors Investment Corp.E		102,500		1,064
				2,131
Total Financials				138,022

See accompanying notes

9

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
HEALTH CARE - 7.62%
Health Care Equipment & Supplies - 0.98%
Covidien PLCC		13,000	$	926
Medtronic, Inc.		123,000		7,235
Zimmer Holdings, Inc.		9,400		910
				9,071
Health Care Providers & Services - 2.25%
Aetna, Inc.		13,400		957
Express Scripts Holding Co.A		23,300		1,551
Humana, Inc.		20,800		2,283
Quest Diagnostics, Inc.		16,500		923
UnitedHealth Group, Inc.		56,800		4,262
WellPoint, Inc.		108,300		10,904
				20,880
Pharmaceuticals - 4.39%
Johnson & Johnson		83,200		8,427
Merck & Co., Inc.		135,500		7,935
Novartis AG, ADRB		47,000		4,086
Pfizer, Inc.		331,654		10,374
Sanofi, ADRB		187,500		10,088
				40,910
Total Health Care				70,861
INDUSTRIALS - 5.00%
Aerospace & Defense - 1.41%
Boeing Co.		18,400		2,374
General Dynamics Corp.		42,400		4,640
Lockheed Martin Corp.		5,700		936
Northrop Grumman Corp.		7,700		936
Raytheon Co.		44,700		4,268
				13,154
Air Freight & Couriers - 0.09%
FedEx Corp.		6,400		872
Electrical Equipment - 0.50%
Emerson Electric Co.		68,600		4,677
Industrial Conglomerates - 1.11%
General Electric Co.		218,900		5,886
Honeywell International, Inc.		47,500		4,413
				10,299
Machinery - 1.89%
Caterpillar, Inc.		22,000		2,319
CNH Industrial N.V.		39,600		459
Cummins, Inc.		30,700		4,632
Joy Global, Inc.		53,600		3,236
PACCAR, Inc.		27,500		1,759
Reliance Steel & Aluminum Co.		43,100		3,052
Xylem, Inc.		53,700		2,019
				17,476
Total Industrials				46,478
INFORMATION TECHNOLOGY - 7.61%
Communications Equipment - 1.27%
Cisco Systems, Inc.		263,900		6,099
Corning, Inc.		275,200		5,754
				11,853
Computers & Peripherals - 2.03%
Apple, Inc.		6,510		3,841
Hewlett-Packard Co.		155,100		5,128

	Shares		Fair Value
			(000’s)
International Business Machines Corp.		12,100	$	2,377
Seagate Technology PLCC		89,125		4,686
Western Digital Corp.		32,300		2,847
				18,879
Electronic Equipment & Instruments - 0.09%
TE Connectivity Ltd.		14,725		868
Semiconductor Equipment & Products - 1.06%
Applied Materials, Inc.		168,800		3,217
Intel Corp.		213,400		5,696
Texas Instruments, Inc.		20,000		909
				9,822
Software - 3.16%
Activision Blizzard, Inc.		235,900		4,720
Check Point Software Technologies Ltd.A		32,900		2,108
Microsoft Corp.		331,300		13,385
Oracle Corp.		222,500		9,096
				29,309
Total Information Technology				70,731
MATERIALS - 0.69%
Dow Chemical Co.		76,700		3,827
EI du Pont de Nemours & Co.		38,200		2,572
Total Materials				6,399
TELECOMMUNICATION SERVICES - 2.82%
Diversified Telecommunication Services - 1.72%
AT&T, Inc.		200,577		7,161
Verizon Communications, Inc.		189,608		8,860
				16,021
Wireless Telecommunication Services - 1.10%
China Mobile Ltd., Sponsored ADRB		115,300		5,469
Vodafone Group PLC, Sponsored ADRB C		125,645		4,769
				10,238
Total Telecommunication Services				26,259
UTILITIES - 2.29%
CenterPoint Energy, Inc.		138,400		3,427
Edison International		22,000		1,244
Entergy Corp.		49,400		3,582
Exelon Corp.		66,100		2,315
NRG Energy, Inc.		82,100		2,686
Public Service Enterprise Group, Inc.		195,700		8,018
Total Utilities				21,272
Total Common Stock (Cost $394,671)				544,802
PREFERRED STOCK - 0.50%
FINANCIALS - 0.36%
Insurance - 0.18%
Allstate Corp., 1.00%, Due 1/15/2053		68,300		1,715
Real Estate - 0.18%
Public Storage, Inc., 5.75%, Due 12/31/2049E		68,900		1,661
Total Financials				3,376
SERVICE - 0.14%
Comcast Corp., 5.00%, Due 12/15/2061		52,500		1,304
Total Preferred Stock (Cost $4,943)				4,680

See accompanying notes

10

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
CORPORATE OBLIGATIONS 11.78%
MANUFACTURING - 1.83%
ABB Finance USA, Inc.,
2.875%, Due 5/8/2022	$	175	$	172
Altera Corp.,
1.75%, Due 5/15/2017		165		166
2.50%, Due 11/15/2018		165		166
American Honda Finance Corp.,
3.875%, Due 9/21/2020F		250		267
Analog Devices, Inc.,
3.00%, Due 4/15/2016		225		234	��
Apple, Inc.,
2.40%, Due 5/3/2023		740		691
Applied Materials, Inc.,
2.65%, Due 6/15/2016		310		321
BHP Billiton Finance USA Ltd.,
1.625%, Due 2/24/2017		285		290
Caterpillar Financial Services Corp.,
1.10%, Due 5/29/2015		270		272
1.625%, Due 6/1/2017		480		486
Cooper US, Inc.,
3.875%, Due 12/15/2020		355		372
Cummins, Inc.,
3.65%, Due 10/1/2023		425		436
Daimler Finance North America LLC,
3.00%, Due 3/28/2016F G		160		166
2.95%, Due 1/11/2017F G		300		312
2.40%, Due 4/10/2017F G		550		566
Delphi Corp.,
4.15%, Due 3/15/2024		345		353
Dow Chemical Co.,
4.25%, Due 11/15/2020		370		396
4.125%, Due 11/15/2021		300		317
3.00%, Due 11/15/2022		155		149
Eaton Corp., PLC,
5.60%, Due 5/15/2018C		205		231
2.75%, Due 11/2/2022C		200		192
EMC Corp.,
1.875%, Due 6/1/2018		560		563
Ford Motor Credit Co. LLC,
4.25%, Due 2/3/2017G		300		323
5.875%, Due 8/2/2021G		400		464
Hewlett-Packard Co.,
2.20%, Due 12/1/2015		325		332
4.05%, Due 9/15/2022		300		308
Intel Corp.,
1.35%, Due 12/15/2017		540		540
3.30%, Due 10/1/2021		315		324
John Deere Capital Corp.,
1.05%, Due 10/11/2016		315		317
1.30%, Due 3/12/2018		465		459
Johnson Controls, Inc.,
5.00%, Due 3/30/2020		320		356
Koninklijke Philips Electronics N.V.,
5.75%, Due 3/11/2018		270		309
LYB International Finance BV,
4.00%, Due 7/15/2023		390		404
Nissan Motor Acceptance Corp.,

	Par Amount		Fair Value
	(000’s)		(000’s)
2.35%, Due 3/4/2019F	$	600	$	602
Northrop Grumman Corp.,
5.05%, Due 8/1/2019		150		167
Nucor Corp.,
4.125%, Due 9/15/2022		360		373
Oracle Corp.,
1.20%, Due 10/15/2017		445		443
PACCAR Financial Corp.,
1.15%, Due 8/16/2016		290		292
Precision Castparts Corp.,
0.70%, Due 12/20/2015		240		240
Rio Tinto Finance USA Ltd.,
2.50%, Due 5/20/2016		405		419
Teck Resources Ltd.,
6.00%, Due 8/15/2040		70		71
Toyota Motor Credit Corp.,
2.05%, Due 1/12/2017		265		272
Tyco Electronics Group S.A.,
1.60%, Due 2/3/2015		150		151
6.55%, Due 10/1/2017		175		203
United Technologies Corp.,
1.80%, Due 6/1/2017		980		998
6.125%, Due 7/15/2038		450		573
Volkswagen International Finance N.V.,
1.625%, Due 3/22/2015F		500		505
Xerox Corp.,
8.25%, Due 5/15/2014		160		160
2.95%, Due 3/15/2017		150		157
Xilinx, Inc.,
2.125%, Due 3/15/2019		180		179
				17,059
FINANCE - 5.79%
AEGON Funding Co. LLC,
5.75%, Due 12/15/2020G		350		403
Aetna, Inc.,
4.75%, Due 3/15/2044		250		260
American Express Co.,
4.05%, Due 12/3/2042		390		368
American Express Credit Corp.,
1.75%, Due 6/12/2015		370		375
1.30%, Due 7/29/2016		280		283
American International Group, Inc.,
6.40%, Due 12/15/2020		625		754
4.875%, Due 6/1/2022		600		667
Bank of America Corp.,
7.80%, Due 9/15/2016		700		800
2.60%, Due 1/15/2019		395		397
7.625%, Due 6/1/2019		370		457
4.125%, Due 1/22/2024		1,500		1,521
5.00%, Due 1/21/2044		645		667
Bank of New York Mellon Corp.,
2.30%, Due 7/28/2016		505		522
2.20%, Due 3/4/2019		480		480
Bank of Nova Scotia,
0.75%, Due 10/9/2015		335		336
Bank One Corp.,
4.90%, Due 4/30/2015		250		260
Barclays Bank PLC,
3.90%, Due 4/7/2015C		330		340
0.775%, Due 12/9/2016C		895		895
6.75%, Due 5/22/2019C		350		421
Bear Stearns Cos. LLC,

See accompanying notes

11

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
7.25%, Due 2/1/2018G	$	2,300	$	2,737
Berkshire Hathaway Finance Corp.,
0.95%, Due 8/15/2016		315		317
BNP Paribas S.A.,
3.60%, Due 2/23/2016		320		336
Boston Properties LP,
3.125%, Due 9/1/2023D		255		245
Branch Banking & Trust Co.,
1.45%, Due 10/3/2016		525		531
Canadian Imperial Bank of Commerce,
2.35%, Due 12/11/2015		465		478
Capital One Financial Corp.,
2.15%, Due 3/23/2015		345		350
Citigroup, Inc.,
1.70%, Due 7/25/2016		380		384
0.775%, Due 3/10/2017H		310		310
8.50%, Due 5/22/2019		1,970		2,510
CNA Financial Corp.,
7.35%, Due 11/15/2019		385		474
ERP Operating LP,
3.00%, Due 4/15/2023D		205		196
Fifth Third Bancorp,
3.625%, Due 1/25/2016		325		340
0.655%, Due 12/20/2016H		1,000		991
General Electric Capital Corp.,
5.625%, Due 5/1/2018		375		430
6.00%, Due 8/7/2019		350		413
5.50%, Due 1/8/2020		250		288
5.30%, Due 2/11/2021		205		232
3.15%, Due 9/7/2022		635		636
5.875%, Due 1/14/2038		280		335
Goldman Sachs Group, Inc.,
5.35%, Due 1/15/2016		725		778
6.25%, Due 9/1/2017		650		743
5.95%, Due 1/18/2018		590		670
1.336%, Due 11/15/2018		975		985
6.00%, Due 6/15/2020		175		202
5.75%, Due 1/24/2022		400		456
HCP, Inc.,
5.375%, Due 2/1/2021		425		480
Health Care REIT, Inc.,
4.125%, Due 4/1/2019 E		240		258
5.25%, Due 1/15/2022 E		275		306
Humana, Inc.,
3.15%, Due 12/1/2022		480		467
ING Bank N.V.,
5.125%, Due 5/1/2015F		450		467
3.75%, Due 3/7/2017F		400		426
JPMorgan Chase & Co.,
0.940%, Due 3/31/2016		1,900		1,886
0.563%, Due 6/13/2016H		415		413
5.50%, Due 10/15/2040		325		367
KeyCorp,
5.10%, Due 3/24/2021		255		288
Liberty Mutual Group, Inc.,
5.00%, Due 6/1/2021F		280		307
Liberty Mutual Insurance Co.,
7.875%, Due 10/15/2026F		1,500		1,849
Lloyds TSB Bank PLC,
4.375%, Due 1/12/2015C F		325		334
Loews Corp.,
5.25%, Due 3/15/2016		650		703
Macquarie Group Ltd.,

	Par Amount		Fair Value
	(000’s)		(000’s)
1.225%, Due 1/31/2017F	$	1,060	$	1,059
Merrill Lynch & Co. Inc.,
6.11%, Due 1/29/2037		365		412
MetLife, Inc.,
6.375%, Due 6/15/2034		350		448
Morgan Stanley,
0.706%, Due 10/15/2015H		920		920
1.75%, Due 2/25/2016		385		390
1.509%, Due 4/25/2018		2,865		2,925
7.30%, Due 5/13/2019		750		909
5.625%, Due 9/23/2019		350		399
3.75%, Due 2/25/2023		385		385
National Australia Bank Ltd.,
4.375%, Due 12/10/2020F		325		353
Nordea Bank AB,
4.875%, Due 1/27/2020F		300		334
PNC Funding Corp.,
4.25%, Due 9/21/2015		335		351
3.30%, Due 3/8/2022		425		431
Prudential Financial, Inc.,
7.375%, Due 6/15/2019		300		371
Rabobank Nederland,
2.125%, Due 10/13/2015		340		348
Royal Bank of Canada,
1.15%, Due 3/13/2015		285		287
0.625%, Due 12/5/2016		575		576
Simon Property Group LP,
2.20%, Due 2/1/2019 D E		535		537
10.35%, Due 4/1/2019D E		325		441
State Street Corp.,
2.875%, Due 3/7/2016		510		531
SunTrust Banks, Inc.,
3.50%, Due 1/20/2017		345		365
Toronto Dominion Bank,
2.625%, Due 9/10/2018		160		165
Trinity Acquisition PLC,
4.625%, Due 8/15/2023C		295		303
UBS AG,
5.875%, Due 12/20/2017		611		699
UnitedHealth Group, Inc.,
1.625%, Due 3/15/2019		330		322
3.95%, Due 10/15/2042		215		199
US Bancorp,
1.65%, Due 5/15/2017		280		284
1.95%, Due 11/15/2018		310		310
Ventas Realty LP,
5.70%, Due 9/30/2043D		175		202
Wachovia Corp.,
0.565%, Due 10/28/2015H		865		865
0.596%, Due 10/15/2016H		910		908
5.75%, Due 2/1/2018		695		798
WellPoint, Inc.,
4.35%, Due 8/15/2020		520		561
Wells Fargo & Co.,
2.15%, Due 1/15/2019		215		215
				53,727
CONSUMER - 0.23%
Altria Group, Inc.,
4.75%, Due 5/5/2021		310		340
Anheuser-Busch InBev Worldwide, Inc.,
8.00%, Due 11/15/2039		125		189
ConAgra Foods, Inc.,

See accompanying notes

12

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
3.20%, Due 1/25/2023	$	110	$	106
Diageo Capital PLC,
1.50%, Due 5/11/2017C		880		890
Kellogg Co.,
1.875%, Due 11/17/2016		150		153
Kraft Foods Group, Inc.,
1.625%, Due 6/4/2015		170		172
SABMiller Holdings, Inc.,
4.95%, Due 1/15/2042F		300		321
				2,171
SERVICE - 1.30%
AbbVie, Inc.,
1.75%, Due 11/6/2017		255		257
2.90%, Due 11/6/2022		420		409
Baxter International, Inc.,
1.85%, Due 6/15/2018		355		354
Becton Dickinson and Co.,
3.25%, Due 11/12/2020		290		298
Cardinal Health, Inc.,
3.20%, Due 3/15/2023		445		437
CBS Corp.,
3.375%, Due 3/1/2022		500		496
Celgene Corp.,
5.25%, Due 8/15/2043		185		203
Comcast Corp.,
5.875%, Due 2/15/2018		535		613
5.15%, Due 3/1/2020		325		370
6.55%, Due 7/1/2039		450		573
Covidien International Finance S.A.,
2.80%, Due 6/15/2015		220		225
CVS Caremark Corp.,
3.25%, Due 5/18/2015		170		174
DIRECTV Holdings LLC,
6.35%, Due 3/15/2040G		155		172
eBay, Inc.,
1.35%, Due 7/15/2017		240		240
Genzyme Corp.,
5.00%, Due 6/15/2020		275		308
Gilead Sciences, Inc.,
4.80%, Due 4/1/2044		360		379
GlaxoSmithKline Capital PLC,
1.50%, Due 5/8/2017C		725		733
Home Depot, Inc.,
2.70%, Due 4/1/2023		180		172
Lowe’s Companies, Inc.,
3.875%, Due 9/15/2023		405		422
MasterCard, Inc.,
3.375%, Due 4/1/2024		285		286
McKesson Corp.,
3.25%, Due 3/1/2016		160		167
1.292%, Due 3/10/2017		180		180
3.796%, Due 3/15/2024		400		404
Novartis Capital Corp.,
2.90%, Due 4/24/2015		210		215
Quest Diagnostics, Inc.,
4.75%, Due 1/30/2020		150		162
Sanofi,
1.25%, Due 4/10/2018		560		553
4.00%, Due 3/29/2021		355		383
St Jude Medical, Inc.,
2.50%, Due 1/15/2016		395		405
Teva Pharmaceutical Finance II,

	Par Amount		Fair Value
	(000’s)		(000’s)
3.00%, Due 6/15/2015	$	220	$	226
Thomson Reuters Corp.,
4.70%, Due 10/15/2019		150		166
4.30%, Due 11/23/2023		300		311
Time Warner, Inc.,
4.875%, Due 3/15/2020		460		512
4.75%, Due 3/29/2021		325		359
Viacom, Inc.,
4.50%, Due 2/27/2042		450		423
Wal-Mart Stores, Inc.,
7.55%, Due 2/15/2030		350		497
				12,084
UTILITIES - 0.46%
Consolidated Edison Co. of New York, Inc.,
5.50%, Due 12/1/2039		350		405
Duke Energy Indiana, Inc.,
6.05%, Due 6/15/2016		330		365
EDF S.A.
4.60%, Due 1/27/2020F		320		352
MidAmerican Energy Holdings Co.,
6.125%, Due 4/1/2036		500		611
National Rural Utilities Cooperative Finance Corp.,
5.45%, Due 4/10/2017		315		352
Progress Energy, Inc.,
4.875%, Due 12/1/2019		350		394
Sempra Energy,
6.50%, Due 6/1/2016		210		233
Sierra Pacific Power Co.,
3.375%, Due 8/15/2023		205		206
Southwestern Electric Power Co.,
3.50%, Due 2/15/2022		600		607
Union Electric Co.,
6.70%, Due 2/1/2019		260		312
Xcel Energy, Inc.,
5.613%, Due 4/1/2017		434		483
				4,320
ENERGY - 0.99%
Apache Corp.,
5.10%, Due 9/1/2040		170		182
BP Capital Markets PLC,
2.50%, Due 11/6/2022C		540		510
Canadian Natural Resources Ltd.,
3.45%, Due 11/15/2021		430		439
6.25%, Due 3/15/2038		365		447
ConocoPhillips,
6.65%, Due 7/15/2018		460		547
DCP Midstream Operating LP,
2.70%, Due 4/1/2019 D		180		181
5.60%, Due 4/1/2044 D		180		195
Devon Energy Corp.,
4.75%, Due 5/15/2042		300		304
Energy Transfer Partners LP,
4.15%, Due 10/1/2020D		275		287
Enterprise Products Operating LLC,
6.125%, Due 10/15/2039G		450		534
EOG Resources, Inc.,
2.50%, Due 2/1/2016		325		335
Halliburton Co.,
3.25%, Due 11/15/2021		525		540
Husky Energy, Inc.,

See accompanying notes

13

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
3.95%, Due 4/15/2022	$	480	$	502
Phillips 66,
1.95%, Due 3/5/2015		200		202
4.30%, Due 4/1/2022		385		412
Plains All American Pipeline LP / PAA Finance Corp.,
4.70%, Due 6/15/2044 D		180		179
Pride International, Inc.,
6.875%, Due 8/15/2020		220		265
Schlumberger Investment S.A.,
3.65%, Due 12/1/2023		475		485
Shell International Finance BV,
0.625%, Due 12/4/2015		525		526
Spectra Energy Capital LLC,
5.65%, Due 3/1/2020G		455		507
Spectra Energy Partners LP,
4.60%, Due 6/15/2021D		175		189
Statoil ASA,
1.95%, Due 11/8/2018		190		191
TransCanada PipeLines Ltd.,
3.75%, Due 10/16/2023		300		306
7.625%, Due 1/15/2039		335		481
6.10%, Due 6/1/2040		170		207
Valero Energy Corp.,
9.375%, Due 3/15/2019		190		248
				9,201
TRANSPORTATION - 0.21%
Burlington Northern Santa Fe LLC,
7.95%, Due 8/15/2030G		235		326
5.75%, Due 5/1/2040G		170		199
5.15%, Due 9/1/2043G		200		219
Canadian National Railway Co.,
5.55%, Due 5/15/2018		350		397
CSX Corp.,
3.70%, Due 11/1/2023		—		—
5.50%, Due 4/15/2041		325		373
Norfolk Southern Corp.,
5.75%, Due 4/1/2018		425		484
				1,998
TELECOMMUNICATIONS - 0.97%
America Movil SAB de CV,
6.375%, Due 3/1/2035		350		408
AT&T, Inc.,
0.80%, Due 12/1/2015		370		371
4.35%, Due 6/15/2045		841		758
Cisco Systems, Inc.,
1.10%, Due 3/3/2017		330		331
Deutsche Telekom International Finance BV,
4.875%, Due 3/6/2042F		300		308
Oi S.A.,
5.75%, Due 2/10/2022F		3,085		3,024
Orange S.A.,
2.125%, Due 9/16/2015		150		153
Rogers Communications, Inc.,
5.00%, Due 3/15/2044		385		394
Verizon Communications, Inc.,
4.60%, Due 4/1/2021		380		415
3.50%, Due 11/1/2021		200		203
5.15%, Due 9/15/2023		170		187
6.40%, Due 9/15/2033		350		422
6.90%, Due 4/15/2038		275		346

	Par Amount		Fair Value
	(000’s)		(000’s)
6.55%, Due 9/15/2043	$	600	$	740
Vodafone Group PLC,
1.50%, Due 2/19/2018C		515		511
6.15%, Due 2/27/2037C		365		423
				8,994
Total Corporate Obligations (Cost $103,821)				109,554
FOREIGN GOVERNMENT OBLIGATIONS 0.09%
Oil & Gas - 0.09%
Petrobras International Finance Co.,
3.875%, Due 1/27/2016		200		206
3.50%, Due 2/6/2017		140		143
6.875%, Due 1/20/2040		150		155
Petroleos Mexicanos,
6.00%, Due 3/5/2020		325		366
Total Foreign Government Obligations (Cost $809)				870
COMMERCIAL MORTGAGE-BACKED OBLIGATIONS - 2.29%
Banc of America Commercial Mortgage Trust,
5.317%, Due 9/10/2047, 2006-5 A2		205		206
5.634%, Due 4/10/2049, 2007-2 A2		44		44
Bear Stearns Commercial Mortgage Securities,
5.201%, Due 12/11/2038, 2006-PW14 A4		665		724
5.54%, Due 9/11/2041, 2006-PW13 A4		420		455
Ginnie Mae REMIC Trust,
1.692%, Due 11/16/2035, 2010-148 A		86		86
2.174%, Due 7/16/2038, 2011-147 A		1,828		1,843
1.147%, Due 12/16/2038, 2013-139 A		1,914		1,896
2.989%, Due 3/16/2039, 2010-71 AC		88		89
1.45%, Due 4/16/2039, 2013-45 AB		1,935		1,917
1.624%, Due 7/16/2039, 2013-78 AB		1,951		1,929
2.586%, Due 9/16/2039, 2014-31 AB		1,993		2,031
1.367%, Due 11/16/2041, 2013 125 AB		1,968		1,942
2.543%, Due 9/16/2044, 2011-96 AC		666		677
3.20%, Due 11/16/2044, 2011-92 B		2,400		2,475
GS Mortgage Securities Corp II,
3.679%, Due 8/10/2043, 2010-C1 A1F		249		263
3.849%, Due 12/10/2043, 2010-C2 A1F		502		528
3.645%, Due 3/10/2044, 2011-GC3 A2F		500		523
JP Morgan Chase Commercial Mortgage Securities Corp.,
4.678%, Due 7/15/2042, 2005-LDP2 A3A		91		92
3.853%, Due 6/15/2043, 2010-C1 A1F		551		566
4.388%, Due 2/15/2046, 2011-C3 A3F		550		599
5.895%, Due 2/12/2049, 2007-CB19 A4		550		609
JPMBB Commercial Mortgage Securities Trust,

See accompanying notes

14

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
3.157%, Due 7/15/2045, 2013 C12 ASB	$	665	$	678
LB-UBS Commercial Mortgage Trust,
5.424%, Due 2/15/2040, 2007-C1 A4		498		546
Wachovia Bank Commercial Mortgage Trust,
5.929%, Due 6/15/2049, 2007-C32 A2		70		72
WF-RBS Commercial Mortgage Trust,
3.66%, Due 3/15/2047, 2014 C19 A3		455		470
Total Commercial Mortgage-Backed Obligations (Cost $20,886)				21,260
ASSET-BACKED OBLIGATIONS - 0.98%
Capital Auto Receivables Asset Trust,
0.92%, Due 9/20/2016, 2013-2 A2		1,500		1,505
1.09%, Due 3/20/2018, 2013-4 A3		580		580
Citibank Credit Card Issuance Trust,
1.11%, Due 7/23/2018, 2013 A3 A3		880		885
Ford Credit Auto Lease Trust,
0.60%, Due 3/15/2016, 2013-A A3		240		240
0.90%, Due 6/15/2017, 2014 A A4		260		260
Ford Credit Floorplan Master Owner Trust,
1.50%, Due 9/15/2018, 2013-5 A1		1,100		1,112
Hyundai Auto Receivables Trust,
0.79%, Due 7/16/2018, 2014 A A3		320		320
Mercedes Benz Auto Lease Trust,
0.76%, Due 7/15/2019, 2013 B A4		245		246
0.90%, Due 12/16/2019, 2014 A A4		820		821
National Credit Union Administration,
0.552%, Due 3/11/2020, 2011 R3 1AH		1,644		1,648
Nissan Master Owner Trust Receivables,
0.452%, Due 2/15/2018, 2013-A AH		1,500		1,501
Total Asset-Backed Obligations (Cost $9,090)				9,118
U.S. AGENCY MORTGAGE-BACKED OBLIGATIONS - 4.36%
Federal Home Loan Mortgage Corporation
4.50%, Due 3/1/2019		122		129
5.00%, Due 10/1/2020		51		55
3.50%, Due 9/1/2028		2,110		2,223
5.00%, Due 8/1/2033		282		310
5.50%, Due 2/1/2034		257		285
5.00%, Due 3/1/2034		202		222
6.00%, Due 6/1/2034		194		218
6.00%, Due 8/1/2034		155		175
5.00%, Due 8/1/2035		168		184
5.00%, Due 9/1/2035		120		131
5.50%, Due 4/1/2037		178		196
5.50%, Due 5/1/2038		97		106
0.552%, Due 12/15/2040H		487		488
4.00%, Due 1/1/2041		799		836
4.50%, Due 2/1/2041		656		705
3.50%, Due 3/1/2042		434		441
3.50%, Due 6/1/2042		2,187		2,222
3.50%, Due 7/1/2042		563		572
3.00%, Due 8/1/2042		897		875
				10,373
Federal National Mortgage Association
6.00%, Due 4/1/2016		26		26

	Par Amount		Fair Value
	(000’s)		(000’s)
5.00%, Due 12/1/2017	$	100	$	106
4.50%, Due 9/1/2018		77		81
4.00%, Due 8/1/2020		113		120
3.50%, Due 1/1/2026		171		181
4.00%, Due 5/1/2026		895		952
4.00%, Due 6/1/2026		1,134		1,209
3.50%, Due 1/1/2028		264		278
5.00%, Due 3/1/2034		306		339
4.50%, Due 4/1/2034		384		415
4.50%, Due 9/1/2034		134		144
5.50%, Due 12/1/2035		80		89
5.00%, Due 2/1/2036		122		134
5.50%, Due 4/1/2036		153		169
6.00%, Due 9/1/2036		113		126
5.50%, Due 2/1/2037		173		191
5.50%, Due 6/1/2038		53		58
4.50%, Due 1/1/2040		714		768
5.00%, Due 5/1/2040		2,110		2,321
5.00%, Due 6/1/2040		909		998
4.00%, Due 9/1/2040		574		602
4.00%, Due 1/1/2041		1,045		1,096
4.00%, Due 2/1/2041		2,724		2,861
5.00%, Due 3/1/2041		877		965
4.00%, Due 4/1/2041		806		848
4.50%, Due 4/1/2041		1,712		1,841
4.50%, Due 8/1/2041		1,082		1,164
4.50%, Due 10/1/2041		670		724
3.50%, Due 9/1/2042		768		780
4.50%, Due 1/1/2043		1,967		2,113
4.00%, Due 7/1/2043		1,249		1,302
				23,001
Government National Mortgage Association
7.00%, Due 12/15/2025		111		128
6.50%, Due 8/15/2027		111		127
6.50%, Due 11/15/2027		114		130
7.50%, Due 12/15/2028		104		122
5.50%, Due 7/15/2033		246		280
6.00%, Due 12/15/2033		279		321
6.00%, Due 10/15/2038		492		551
5.00%, Due 10/15/2039		1,801		2,002
5.50%, Due 2/15/2040		529		587
4.00%, Due 5/15/2040		561		594
3.50%, Due 3/15/2043		714		736
5.50%, Due 2/20/2034		352		398
4.50%, Due 10/20/2040		823		897
6.00%, Due 5/20/2042		269		305
				7,178
Total U.S. Agency Mortgage-Backed Obligations (Cost $39,767)				40,552
U.S. TREASURY OBLIGATIONS - 12.46%
0.25%, Due 12/15/2015		2,300		2,299
2.00%, Due 4/30/2016		2,095		2,161
1.50%, Due 6/30/2016		3,000		3,065
3.125%, Due 10/31/2016		3,000		3,185
0.875%, Due 1/31/2017		7,795		7,817
0.75%, Due 12/31/2017		2,800		2,755
0.625%, Due 4/30/2018		3,000		2,918
1.375%, Due 9/30/2018		2,000		1,989
1.125%, Due 5/31/2019		4,000		3,884
1.25%, Due 2/29/2020		3,300		3,172

See accompanying notes

15

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
2.00%, Due 11/15/2021	$	4,090	$	3,992
2.00%, Due 2/15/2022		9,170		8,920
2.50%, Due 8/15/2023		3,000		2,977
6.875%, Due 8/15/2025		580		814
5.25%, Due 11/15/2028		450		568
4.75%, Due 2/15/2037		130		160
4.50%, Due 8/15/2039		730		873
3.125%, Due 11/15/2041		2,010		1,903
2.875%, Due 5/15/2043		70,015		62,422
Total U.S. Treasury Obligations (Cost $112,887)				115,874
U.S. AGENCY OBLIGATIONS - 1.68% (Cost $15,072)
Freddie Mac Notes,
4.50%, Due 1/15/2015		15,140		15,610
MUNICIPAL OBLIGATIONS - 0.33% (Cost $2,728)
Municipal Electric Authority of Georgia,
6.655%, Due 4/1/2057,		2,630		3,042
	Shares
SHORT-TERM INVESTMENTS - 6.29% (Cost $58,484)
JPMorgan U.S. Government Money Market Fund, Capital Class		58,484,333		58,484
TOTAL INVESTMENTS - 99.37% (Cost $763,158)				923,846
OTHER ASSETS, NET OF LIABILITIES - 0.63%				5,823
TOTAL NET ASSETS - 100.00%			$	929,669

A Non-income producing security.

B ADR - American Depositary Receipt.

C PLC - Public Limited Company.

D Limited Partnership.

E REIT - Real Estate Investment Trust.

F Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $14,031 or 1.51% of net assets. The Fund has no right to demand registration of these securities.

G LLC - Limited Liability Company.

H The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due date on these types of securities reflects the final maturity date.

Futures Contracts Open on April 30, 2014 (000’s):
Description	Type	Number of Contracts	Expiration Date	Contract Value		Unrealized Appreciation (Depreciation)
S&P 500 Mini E Index June Futures	Long	513	June, 2014	$	48,168	$	701
				$	48,168	$	701

See accompanying notes

16

American Beacon Mid-Cap Value Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
COMMON STOCK - 93.42%
CONSUMER DISCRETIONARY - 14.49%
Auto Components - 2.53%
Dana Holding Corp.		92,975	$	1,968
Delphi Automotive PLCA		54,700		3,656
TRW Automotive Holdings Corp.B		39,325		3,160
				8,784
Automobiles - 0.40%
Harley-Davidson, Inc.		18,837		1,393
Hotels, Restaurants & Leisure - 0.81%
International Game Technology		44,325		556
Royal Caribbean Cruises Ltd.		42,200		2,242
				2,798
Household Durables - 1.87%
Newell Rubbermaid, Inc.		45,574		1,372
Stanley Black & Decker, Inc.		59,597		5,119
				6,491
Leisure Equipment & Products - 0.34%
Hasbro, Inc.		21,646		1,196
Media - 3.29%
Interpublic Group of Cos., Inc.		280,808		4,893
News Corp., Class AB		155,550		2,647
News Corp., Class BB		76,075		1,258
Omnicom Group, Inc.		38,625		2,614
				11,412
Multiline Retail - 0.27%
Dollar General Corp.B		16,863		952
Specialty Retail - 4.98%
Abercrombie & Fitch Co., Class A		21,221		780
American Eagle Outfitters, Inc.		116,871		1,351
Bed Bath & Beyond, Inc.B		21,831		1,356
Cabela’s, Inc.B		21,697		1,424
Hanesbrands, Inc.		41,600		3,416
L Brands, Inc.		51,100		2,770
Murphy USA, Inc.B		30,800		1,309
PetSmart, Inc.C		20,071		1,358
Sally Beauty Holdings, Inc.B		52,076		1,427
Staples, Inc.C		168,025		2,100
				17,291
Total Consumer Discretionary				50,317
CONSUMER STAPLES - 4.53%
Beverages - 0.84%
Coca-Cola Enterprises, Inc.		24,559		1,116
Molson Coors Brewing Co., Class B		30,046		1,802
				2,918
Food & Drug Retailing - 0.86%
Kroger Co.		37,964		1,748
Sysco Corp.		33,980		1,238
				2,986
Food Products - 1.31%
Darling International, Inc.B		80,294		1,607
Ingredion, Inc.		11,467		808
JM Smucker Co.		21,931		2,120
				4,535

	Shares		Fair Value
			(000’s)
Tobacco - 1.52%
Lorillard, Inc.		47,800	$	2,840
Reynolds American, Inc.		43,600		2,460
				5,300
Total Consumer Staples				15,739
ENERGY - 6.58%
Energy Equipment & Services - 2.98%
Baker Hughes, Inc.		48,300		3,376
Helmerich & Payne, Inc.		21,400		2,325
McDermott International, Inc.B C		62,088		449
Nabors Industries Ltd.		30,863		788
Superior Energy Services, Inc.		103,000		3,391
				10,329
Gas - Pipelines - 0.62%
Spectra Energy Corp.		53,800		2,136
Oil & Gas - 2.98%
EQT Corp.		18,155		1,979
Murphy Oil Corp.		51,500		3,267
Newfield Exploration Co.B		34,362		1,163
Pioneer Natural Resources Co.		8,139		1,573
Range Resources Corp.		6,535		591
Seadrill Ltd.C		51,600		1,817
				10,390
Total Energy				22,855
FINANCIALS - 26.58%
Banks - 8.12%
CIT Group, Inc.		62,900		2,708
Comerica, Inc.		57,200		2,759
Fifth Third Bancorp		222,166		4,580
First Niagara Financial Group, Inc.		186,800		1,666
Hancock Holding Co.		34,488		1,163
Investors Bancorp, Inc.		20,928		559
KeyCorp		197,400		2,693
New York Community Bancorp, Inc.		216,400		3,335
People’s United Financial, Inc.C		170,200		2,430
Regions Financial Corp.		161,875		1,641
SunTrust Banks, Inc.		47,537		1,819
TCF Financial Corp.		95,055		1,492
Zions Bancorporation		45,701		1,322
				28,167
Diversified Financials - 4.90%
Ameriprise Financial, Inc.		36,172		4,039
Capital One Financial Corp.		25,700		1,899
Discover Financial Services		53,800		3,007
Invesco Ltd.		62,800		2,211
Legg Mason, Inc.		47,975		2,250
SLM Corp.		140,600		3,620
				17,026
Insurance - 9.59%
Allstate Corp.		21,399		1,219
Assurant, Inc.		50,375		3,396
Axis Capital Holdings Ltd.		47,850		2,189
Endurance Specialty Holdings Ltd.		24,088		1,224
Genworth Financial, Inc., Class AB		138,400		2,470
Hartford Financial Services Group, Inc.		48,763		1,749
PartnerRe Ltd.		14,022		1,478
Primerica, Inc.		45,825		2,103

See accompanying notes

17

American Beacon Mid-Cap Value Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
Reinsurance Group of America, Inc.		21,798	$	1,672
Renaissancere Holdings Ltd.		22,150		2,242
Torchmark Corp.		28,562		2,276
Unum Group		26,947		895
Validus Holdings Ltd.		59,143		2,192
Voya Financial, Inc.		76,425		2,705
Willis Group Holdings PLCA		133,310		5,464
				33,274
Real Estate - 3.97%
Alexandria Real Estate Equities, Inc.D		25,920		1,913
American Campus Communities, Inc.D		50,625		1,934
Corporate Office Properties TrustD		51,100		1,367
Hospitality Properties TrustD		111,275		3,344
Host Hotels & Resorts LPD E		243,684		5,227
				13,785
Total Financials				92,252
HEALTH CARE - 7.92%
Biotechnology - 0.37%
Charles River Laboratories International, Inc.B		24,124		1,296
Health Care Equipment & Supplies - 3.50%
Becton Dickinson and Co.		23,625		2,670
CareFusion Corp.B		41,488		1,621
Dentsply International, Inc.		30,482		1,360
Patterson Cos., Inc.		43,146		1,756
St. Jude Medical, Inc.		50,500		3,205
The Cooper Companies, Inc.		11,583		1,528
				12,140
Health Care Providers & Services - 4.05%
AmerisourceBergen Corp.		16,834		1,097
Cardinal Health, Inc.		43,900		3,051
Cigna Corp.		64,825		5,190
Omnicare, Inc.		55,500		3,289
Quest Diagnostics, Inc.		25,728		1,439
				14,066
Total Health Care				27,502
INDUSTRIALS - 15.38%
Aerospace & Defense - 0.17%
L-3 Communications Holdings, Inc.		5,100		588
Building Products - 1.93%
Masco Corp.		125,800		2,527
Owens Corning		102,150		4,173
				6,700
Commercial Services & Supplies - 1.71%
Cintas Corp.		25,793		1,520
Clean Harbors, Inc.B		26,802		1,608
Con-way, Inc.		66,250		2,814
				5,942
Construction & Engineering - 2.28%
AECOM Technology Corp.B		99,400		3,223
Fluor Corp.		18,202		1,378
URS Corp.		70,650		3,328
				7,929
Diversified Manufacturing - 0.55%
Eaton Corp., PLCA		26,100		1,896

	Shares		Fair Value
			(000’s)
Electrical Equipment - 0.99%
Brady Corp., Class A		73,925	$	1,907
Regal-Beloit Corp.		20,328		1,519
				3,426
Industrial Conglomerates - 1.20%
KBR, Inc.		164,125		4,164
Machinery - 6.08%
Dover Corp.		18,623		1,609
Joy Global, Inc.C		60,600		3,659
Parker Hannifin Corp.		39,673		5,034
Pentair Ltd.		41,000		3,046
SPX Corp.		35,500		3,615
Terex Corp.		50,950		2,206
Xylem, Inc.		52,343		1,968
				21,137
Marine - 0.47%
Golar LNG Ltd.C		36,800		1,627
Total Industrials				53,409
INFORMATION TECHNOLOGY - 9.63%
Communications Equipment - 0.37%
Juniper Networks, Inc.B		52,544		1,297
Electronic Equipment & Instruments - 3.74%
Arrow Electronics, Inc.		37,325		2,118
Avnet, Inc.		96,075		4,145
Diebold, Inc.		31,770		1,195
Flextronics International Ltd.B		356,300		3,203
Ingram Micro, Inc., Class AB		85,325		2,300
				12,961
IT Consulting & Services - 1.33%
Fidelity National Information Services, Inc.		33,457		1,788
Total System Services, Inc.		89,000		2,827
				4,615
Semiconductor Equipment & Products - 1.75%
Microchip Technology, Inc.C		82,034		3,900
ON Semiconductor Corp.B		231,175		2,175
				6,075
Software - 2.44%
CA, Inc.		98,100		2,957
Cadence Design Systems, Inc.B		117,009		1,821
Citrix Systems, Inc.B		29,244		1,734
Synopsys, Inc.B		52,309		1,968
				8,480
Total Information Technology				33,428
MATERIALS - 3.37%
Chemicals - 1.62%
Air Products & Chemicals, Inc.		10,255		1,205
Albemarle Corp.		23,576		1,581
Rockwood Holdings, Inc.		40,100		2,849
				5,635
Containers & Packaging - 0.95%
Greif, Inc., Class A		25,550		1,385
Owens-Illinois, Inc.B		24,672		784
Silgan Holdings, Inc.		22,600		1,124
				3,293

See accompanying notes

18

American Beacon Mid-Cap Value Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
Metals & Mining - 0.80%
Allegheny Technologies, Inc.		41,654	$	1,716
Nucor Corp.		20,390		1,055
				2,771
Total Materials				11,699
UTILITIES - 4.94%
Electric - 2.93%
CenterPoint Energy, Inc.		44,000		1,089
Edison International		26,820		1,517
Entergy Corp.		27,950		2,026
Great Plains Energy, Inc.		65,456		1,756
Pinnacle West Capital Corp.		36,200		2,025
Portland General Electric Co.		52,403		1,754
				10,167
Gas - 0.48%
AGL Resources, Inc.		30,714		1,659
Multi-Utilities - 1.53%
SCANA Corp.		26,929		1,446
Xcel Energy, Inc.		121,556		3,874
				5,320
Total Utilities				17,146
Total Common Stock (Cost $280,720)				324,347
SHORT-TERM INVESTMENTS - 5.80% (Cost $20,129)
JPMorgan U.S. Government Money Market Fund, Capital Class		20,129,335		20,129
SECURITIES LENDING COLLATERAL - 3.95%
American Beacon U.S. Government Money Market Select Fund, Select ClassF		9,501,457		9,501
DWS Government and Agency Securities Portfolio, Institutional Class		4,220,103		4,220
Total Securities Lending Collateral (Cost $13,721)				13,721
TOTAL INVESTMENTS - 103.17% (Cost $314,570)				358,197
LIABILITIES, NET OF OTHER ASSETS - (3.17%)				(11,010	)
TOTAL NET ASSETS - 100.00%			$	347,187

Percentages are stated as a percent of net assets.

^A  PLC – Public Limited Company.

^B  Non-income producing security.

^C  All or a portion of this security is on loan at 4/30/2014.

^D  REIT - Real Estate Investment Trust.

^E  Limited Partnership.

^F  The Fund is affiliated by having the same investment advisor.

See accompanying notes

19

American Beacon Mid-Cap Value Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

Futures Contracts Open on April 30, 2014 (000’s):

Description	Type		Number of Contracts	Expiration Date	Contract Value		Unrealized Appreciation (Depreciation)
S&P Midcap 400 Mini E Index June Futures		Long	145	June, 2014	$	19,620	$	63
					$	19,620	$	63

See accompanying notes

20

American Beacon Small Cap Value II Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
COMMON STOCK - 96.51%
CONSUMER DISCRETIONARY - 10.59%
Auto Components - 1.64%
Dana Holding Corp.		3,764	$	80
Fuel Systems Solutions, Inc.A		5,335		56
				136
Distributors - 1.12%
Core-Mark Holding Co., Inc.		880		71
Lincoln Educational Services Corp.		5,374		22
				93
Hotels, Restaurants & Leisure - 0.93%
Cracker Barrel Old Country Store, Inc.		135		13
Ruby Tuesday, Inc.A		8,362		64
				77
Household Durables - 0.97%
Helen of Troy Ltd.A		880		55
National Presto Industries, Inc.		340		25
				80
Internet & Catalog Retail - 0.46%
FTD Cos., Inc.A		1,258		38
Media - 0.45%
John Wiley & Sons, Inc., Class A		650		37
Specialty Retail - 3.24%
Ascena Retail Group, Inc.A		760		13
Citi Trends, Inc.A		3,898		66
Genesco, Inc.A		615		47
Pep Boys, Inc.A		4,761		49
Stage Stores, Inc.		3,063		59
West Marine, Inc.A		3,208		34
				268
Textiles & Apparel - 1.78%
Perry Ellis International, Inc.		3,103		47
RG Barry Corp.		1,920		35
Rocky Brands, Inc.		2,666		39
Steven Madden Ltd.		370		13
Unifirst Corp.		135		13
				147
Total Consumer Discretionary				876
CONSUMER STAPLES - 5.77%
Beverages - 0.53%
National Beverage Corp.		2,275		44
Food & Drug Retailing - 1.60%
Andersons, Inc.		450		28
Casey’s General Stores, Inc.		455		31
CST Brands, Inc.		2,223		73
				132
Food Products - 2.72%
Calavo Growers, Inc.		825		26
Cal-Maine Foods, Inc.		555		33
Darling International, Inc.A		4,651		92
Inventure Foods, Inc.A		6,162		74
				225

	Shares		Fair Value
			(000’s)
Household Products - 0.92%
Prestige Brands Holdings, Inc.A		2,253	$	76
Total Consumer Staples				477
ENERGY - 8.69%
Energy Equipment & Services - 5.51%
Atwood Oceanics, Inc.A		405		20
Cal Dive International, Inc.A		18,899		28
Hornbeck Offshore Services, Inc.A		1,403		58
Key Energy Services, Inc.A		4,035		41
Patterson-UTI Energy, Inc.		3,161		103
Superior Energy Services, Inc.		2,394		79
Unit Corp.A		1,934		127
				456
Oil & Gas - 3.18%
Advantage Oil & Gas Ltd.A		6,101		39
Stone Energy Corp.A		2,065		101
Triangle Petroleum Corp.A		6,431		62
Vaalco Energy, Inc.		6,617		61
				263
Total Energy				719
FINANCIALS - 26.38%
Banks - 8.24%
1st Source Corp.		885		26
BancFirst Corp.		355		21
Bancorp, Inc.A		8,542		134
BBCN Bancorp, Inc.		1,425		22
Boston Private Financial Holdings, Inc.		2,089		26
Bridge Capital HoldingsA		530		12
Bryn Mawr Bank Corp.		1,345		37
Center Bancorp, Inc.		1,250		23
Eagle Bancorp, Inc.A		1,373		46
Federated National Holding Co.		5,761		112
First Business Financial Services, Inc.		281		13
First Financial Holdings, Inc.		398		23
FirstMerit Corp.		960		19
German American Bancorp, Inc.		692		18
Hanmi Financial Corp.		1,312		28
Horizon Bancorp		2,253		45
Stock Yards Bancorp, Inc.		655		19
United Financial Bancorp, Inc.		1,400		25
Washington Federal, Inc.		1,482		32
				681
Diversified Financials - 4.88%
CBIZ, Inc.A		4,370		37
ConnectOne Bancorp, Inc.A		2,313		112
Gain Capital Holdings, Inc.		5,067		51
GFI Group, Inc.		13,836		51
JTH Holding, Inc., Class AA		525		14
Nicholas Financial, Inc.		1,920		30
Pacific Continental Corp.		1,914		25
Piper Jaffray Cos.A		1,353		60
Texas Capital Bancshares, Inc.A		421		24
				404
Insurance - 4.01%
American Equity Investment Life Holding Co.		2,440		57
Enstar Group Ltd.A		150		19

See accompanying notes

21

American Beacon Small Cap Value II Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
Horace Mann Educators Corp.		2,365	$	71
Investors Title Co.		340		24
Primerica, Inc.		1,175		54
ProAssurance Corp.		809		37
Protective Life Corp.		1,360		70
				332
Real Estate - 9.25%
Alexander & Baldwin, Inc.		972		36
Apollo Commercial Real Estate Finance, Inc.B		2,815		48
BioMed Realty Trust, Inc.B		2,925		60
Chatham Lodging TrustB		2,525		51
Colony Financial, Inc.B		2,599		57
DiamondRock Hospitality Co.B		4,831		59
Forestar Group, Inc.A		2,024		35
Franklin Street Properties Corp.B		4,505		55
LaSalle Hotel PropertiesB		1,444		48
LTC Properties, Inc.B		1,630		62
Pebblebrook Hotel TrustB		1,708		59
PS Business Parks, Inc.B		639		55
Ryman Hospitality Properties, Inc.B		955		44
Sovran Self Storage Inc.B		370		28
STAG Industrial, Inc.B		1,465		34
Summit Hotel Properties, Inc.B		3,600		33
				764
Total Financials				2,181
HEALTH CARE - 2.56%
Biotechnology - 0.60%
RTI Biologics, Inc.A		11,518		50
Health Care Equipment & Supplies - 0.68%
Hillenbrand, Inc.		1,845		56
Health Care Providers & Services - 1.28%
Ensign Group, Inc.		605		26
Magellan Health Services, Inc.A		860		49
U.S. Physical Therapy, Inc.		1,020		31
				106
Total Health Care				212
INDUSTRIALS - 17.92%
Aerospace & Defense - 0.50%
World Fuel Services Corp.		895		41
Building Products - 1.39%
Crane Co.		1,213		88
Universal Forest Products, Inc.		538		27
				115
Commercial Services & Supplies - 2.83%
Brink’s Co.		688		18
Clean Harbors, Inc.A		835		50
Iconix Brand Group, Inc.A		2,137		91
Layne Christensen Co.A		2,052		36
United Stationers Supply Co.		1,045		39
				234
Construction & Engineering - 3.79%
EMCOR Group, Inc.		2,449		114
Granite Construction, Inc.		1,671		62
MasTec, Inc.A		2,654		105

	Shares		Fair Value
			(000’s)
URS Corp.		682	$	32
				313
Diversified Manufacturing - 1.22%
Barnes Group, Inc.		2,625		101
Electrical Equipment - 2.13%
AZZ, Inc.		1,370		59
GrafTech International Ltd.A		5,828		66
Powell Industries, Inc.		599		38
Woodward, Inc.		290		13
				176
Industrial Conglomerates - 0.47%
Teleflex, Inc.		384		39
Machinery - 2.33%
Astec Industries, Inc.		1,003		40
EnPro Industries, Inc.A		1,548		110
John Bean Technologies Corp.		1,085		31
Kadant, Inc.		335		12
				193
Marine - 0.46%
CAI International, Inc.A		1,749		38
Road & Rail - 2.80%
Baltic Trading Ltd.		3,822		23
Marten Transport Ltd.		2,419		57
Old Dominion Freight Line, Inc.A		1,050		63
Saia, Inc.A		1,193		49
TravelCenters of America LLCA C		5,260		40
				232
Total Industrials				1,482
INFORMATION TECHNOLOGY - 13.09%
Communications Equipment - 3.08%
Anixter International, Inc.		460		45
ARRIS Group, Inc.A		966		25
NICE Systems Ltd., Sponsored ADRD		1,623		71
Oplink Communications, Inc.A		2,802		48
Polycom, Inc.A		5,405		66
				255
Computers & Peripherals - 0.93%
Mercury Systems, Inc.A		2,421		34
Synaptics, Inc.A		694		43
				77
Electronic Equipment & Instruments - 4.36%
Analogic Corp.		742		56
Electro Scientific Industries, Inc.		6,206		53
ePlus, Inc.		460		23
Itron, Inc.A		1,329		51
MTS Systems Corp.		755		49
Tech Data Corp.A		1,045		64
Vishay Intertechnology, Inc.		4,617		65
				361
Semiconductor Equipment & Products - 4.72%
Entegris, Inc.A		6,046		67
FormFactor, Inc.A		6,786		39
Kulicke & Soffa Industries, Inc.A		6,507		96
LTX-Credence Corp.A		4,404		42
Photronics, Inc.A		16,776		146
				390
Total Information Technology				1,083

See accompanying notes

22

American Beacon Small Cap Value II Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
MATERIALS - 6.44%
Chemicals - 3.60%
Cabot Corp.		1,424	$	83
Innophos Holdings, Inc.		1,350		76
Olin Corp.		495		14
OM Group, Inc.		2,537		74
Stepan Co.		885		51
				298
Metals & Mining - 2.53%
Compass Minerals International, Inc.		155		14
Royal Gold, Inc.		850		56
RTI International Metals, Inc.A		1,586		45
Schnitzer Steel Industries, Inc., Class A		1,378		39
Stillwater Mining Co.A		3,473		55
				209
Paper & Forest Products - 0.31%
Schweitzer-Mauduit International, Inc.		600		26
Total Materials				533
UTILITIES - 5.07%
Electric - 1.70%
NorthWestern Corp.		1,205		59
Portland General Electric Co.		1,294		43
The Empire District Electric Co.		1,600		39
				141
Gas - 3.03%
Laclede Group, Inc.		870		41
New Jersey Resources Corp.		1,280		64
One Gas, Inc.		1,145		42
South Jersey Industries, Inc.		1,110		63
WGL Holdings, Inc.		1,014		40
				250
Multi-Utilities - 0.34%
Avista Corp.		860		28
Total Utilities				419
Total Common Stock (Cost $6,908)				7,982
SHORT-TERM INVESTMENTS - 3.42% (Cost $283)
JPMorgan U.S. Government Money Market Fund, Capital Class		283,462		283
TOTAL INVESTMENTS - 99.93% (Cost $7,191)				8,265
OTHER ASSETS, NET OF LIABILITIES - 0.07%				6
TOTAL NET ASSETS - 100.00%			$	8,271

Percentages are stated as a percent of net assets.

^A  Non-income producing security.

^B  REIT - Real Estate Investment Trust.

^C  Limited Liability Company.

^D  ADR - American Depositary Receipt.

See accompanying notes

23

American Beacon Small Cap Value II Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

Futures Contracts Open on April 30, 2014 (000’s):

Description	Type		Number of Contracts	Expiration Date	Contract Value		Unrealized Appreciation (Depreciation)
Russell 2000 Mini Index June Futures		Long	2	June, 2014	$	225	$	0	*
					$	225	$	0

* Amount less than $500 but greater than $0

See accompanying notes

24

American Beacon Funds^SM

Statements of Assets and Liabilities

April 30, 2014 (Unaudited) (in thousands except share and per share amounts)

	Balanced Fund			Mid-Cap Value Fund		Small Cap Value II Fund
Assets:
Investments in unaffiliated securities, at fair valueA,C	$	923,846		$	348,696	$	8,265
Investments in affiliated securities, at fair valueB		—			9,501		—
Deposit with brokers for futures contracts		2,132			980		10
Dividends and interest receivable		3,066			143		4
Receivable for investments sold		3,569			1,428		—
Receivable for fund shares sold		919			1,623		—
Receivable for tax reclaims		7			—		—
Receivable for expense reimbursement (Note 2)		—			—		5
Receivable for variation margin on open futures contracts		152			112		1
Prepaid expenses		36			41		12
Total assets		933,727			362,524		8,297
Liabilities:
Payable for investments purchased		3,523			1,021		4
Payable for fund shares redeemed		94			322		—
Payable upon return of securities loaned		—			13,722		—
Management and investment advisory fees payable		180			169		4
Administrative service and service fees payable		145			80		4
Transfer agent fees payable		10			—		—
Custody and fund accounting fees payable		15			4		—
Professional fees payable		24			14		14
Trustee fees payable		13			—		—
Payable for prospectus and shareholder reports		54			5		—
Total liabilities		4,058			15,337		26
Net Assets	$	929,669		$	347,187	$	8,271
Analysis of Net Assets:
Paid-in-capital		760,163			295,221		6,897
Undistributed net investment income or (loss)		(297	)		585		3
Accumulated net realized gain		7,820			7,691		297
Unrealized appreciation of investments		160,688			43,627		1,074
Unrealized appreciation of futures contracts		701			63		0
Net assets	$	929,669		$	347,187	$	8,271
Shares outstanding at no par value (unlimited shares authorized):
Institutional Class		4,435,342			8,123,718		N/A
Y Class		1,383,715			1,189,576		408,059
Investor Class		8,303,489			5,755,687		173,315
Advisor Class		746,851			145,544		N/A
A Class		973,325			786,807		N/A
C Class		1,450,304			232,721		N/A
AMR Class		42,803,490			8,014,625		N/A

See accompanying notes

25

American Beacon Funds^SM

Statements of Assets and Liabilities

April 30, 2014 (Unaudited) (in thousands except share and per share amounts)

	Balanced Fund		Mid-Cap Value Fund		Small Cap Value II Fund
Net assets (not in thousands):
Institutional Class	$	72,722,912	$	116,162,634	$	N/A
Y Class	$	22,754,244	$	16,906,184	$	5,818,309
Investor Class	$	124,310,276	$	83,122,800	$	2,452,706
Advisor Class	$	11,692,649	$	2,045,055	$	N/A
A Class	$	14,552,199	$	11,026,744	$	N/A
C Class	$	21,912,484	$	3,194,783	$	N/A
AMR Class	$	661,724,087	$	114,729,210	$	N/A
Net asset value, offering and redemption price per share:
Institutional Class	$	16.40	$	14.30		N/A
Y Class	$	16.44	$	14.21	$	14.26
Investor Class	$	14.97	$	14.44	$	14.15
Advisor Class	$	15.66	$	14.05		N/A
A Class	$	14.95	$	14.01		N/A
A Class (Offering price)	$	15.86	$	14.86		N/A
C Class	$	15.11	$	13.73		N/A
AMR Class	$	15.46	$	14.31		N/A
A Cost of investments in unaffiliated securities	$	763,158	$	305,069	$	7,191
B Cost of investments in affiliated securities	$	—	$	9,501	$	—
C Fair value of securities on loan	$	—	$	13,421	$	—

See accompanying notes

26

American Beacon Funds^SM

Statements of Operations

For the Six Months ended April 30, 2014 (Unaudited) (in thousands)

	Balanced Fund			Mid-Cap Value Fund			Small Cap Value II Fund
Investment Income:
Dividend income from unaffiliated securities (net of foreign taxes) A	$	8,673		$	2,457		$	45
Interest income		4,746			—			—
Income derived from securities lending, net		—			5			—
Total investment income		13,419			2,462			45
Expenses:
Management and investment advisory fees (Note 2)		954			748			23
Administrative service fees (Note 2):
Institutional Class		97			131			—
Y Class		23			7			7
Investor Class		172			72			4
Advisor Class		14			2			—
A Class		20			11			—
C Class		33			4			—
AMR Class		160			30			—
Transfer agent fees:
Institutional Class		6			5			—
Investor Class		6			2			1
A Class		1			—			—
C Class		1			—			—
AMR Class		11			2			—
Custody and fund accounting fees		57			18			3
Professional fees		30			16			14
Registration fees and expenses		38			33			12
Service fees (Note 2):
Y Class		8			2			2
Investor Class		192			60			3
Advisor Class		11			2			—
A Class		7			4			—
C Class		12			1			—
Distribution fees (Note 2):
Advisor Class		11			2			—
A Class		13			7			—
C Class		82			9			—
Prospectus and shareholder report expenses		34			8			1
Trustee fees		25			5			—
Other expenses		19			9			3
Total expenses		2,037			1,190			73
Net fees waived and expenses reimbursed (Note 2)		—			—			(29	)
Net expenses		2,037			1,190			44
Net investment income		11,382			1,272			1
Realized and unrealized gain (loss) from investments:
Net realized gain (loss) from:
Investments		25,715			7,448			286
Commission recapture (Note 3)		11			28			—
Futures contracts		3,104			1,211			24
Change in net unrealized appreciation or (depreciation) of:
Investments		20,800			7,466			216
Futures contracts		(594	)		(203	)		(7	)
Net gain from investments		49,036			15,950			519
Net increase in net assets resulting from operations	$	60,418		$	17,222		$	520
A Foreign taxes	$	39		$	—		$	—

See accompanying notes

27

American Beacon Funds^SM

Statements of Changes in Net Assets (in thousands)

	Balanced Fund						Mid-Cap Value Fund						Small Cap Value II Fund
	Six Months Ended April 30, 2014			Year Ended October 31, 2013			Six Months Ended April 30, 2014			Year Ended October 31, 2013			Six Months Ended April 30, 2014			Year Ended October 31, 2013
	(unaudited)						(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	11,382		$	17,433		$	1,272		$	1,821		$	1		$	8
Net realized gain from investments, futures contracts, and foreign currency transactions		28,830			58,170			8,687			13,990			310			425
Change in net unrealized appreciation or (depreciation) from investments, futures contracts, and foreign currency transactions		20,206			60,147			7,263			33,202			209			710
Net increase in net assets resulting from operations		60,418			135,750			17,222			49,013			520			1,143
Distributions to Shareholders:
Net investment income:
Institutional Class		(784	)		(1,020	)		(587	)		(657	)		—			—
Y Class		(231	)		(72	)		(23	)		(13	)		—			(7	)
Investor Class		(1,266	)		(1,894	)		(182	)		(35	)		—			(7	)
Advisor Class		(122	)		(93	)		(3	)		(8	)		—			—
A Class		(152	)		(84	)		(26	)		(4	)		—			—
C Class		(157	)		(77	)		(5	)		(5	)		—			—
AMR Class		(8,915	)		(14,207	)		(1,182	)		(1,435	)		—			—
Net realized gain from investments:
Institutional Class		(3,141	)		(909	)		(4,653	)		(1,547	)		—			—
Y Class		(717	)		(61	)		(177	)		(29	)		(305	)		(24	)
Investor Class		(6,219	)		(2,087	)		(1,505	)		(182	)		(128	)		(24	)
Advisor Class		(315	)		(56	)		(49	)		(19	)		—			—
A Class		(397	)		(85	)		(211	)		(11	)		—			—
C Class		(784	)		(94	)		(85	)		(11	)		—			—
AMR Class		(34,009	)		(12,494	)		(7,608	)		(3,149	)		—			—
Net distributions to shareholders		(57,209	)		(33,233	)		(16,296	)		(7,105	)		(433	)		(62	)
Capital Share Transactions:
Proceeds from sales of shares		91,506			276,353			157,608			121,861			3,691			161
Reinvestment of dividends and distributions		56,686			33,033			16,083			7,070			433			63
Cost of shares redeemed		(64,038	)		(422,317	)		(49,400	)		(65,103	)		(572	)		(6	)
Redemption fees		—			—			34			64			—			—
Net increase (decrease) in net assets from capital share transactions		84,154			(112,932	)		124,325			63,892			3,552			218
Net increase (decrease) in net assets		87,363			(10,415	)		125,251			105,800			3,639			1,299
Net Assets:
Beginning of period		842,306			852,721			221,936			116,136			4,632			3,333
End of Period *	$	929,669		$	842,306		$	347,187		$	221,936		$	8,271		$	4,632
*Includes undistributed net investment income (loss) of	$	(297	)	$	121		$	585		$	1,330		$	3		$	6

See accompanying notes

28

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

1. Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”), which is comprised of twenty-eight Funds, is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, (the “Act”) as a diversified, open-end management investment company. These financial statements and notes to the financial statements relate to the American Beacon Balanced Fund, the American Beacon Mid-Cap Value Fund, and the American Beacon Small Cap Value II Fund (each a “Fund” and collectively, the “Funds”), each a series of the Trust.

American Beacon Advisors, Inc. (the “Manager”), is a wholly-owned subsidiary of Lighthouse Holdings, Inc., and was organized in 1986 to provide business management, advisory, administrative and asset management consulting services to the Trust and other investors.

Class Disclosure

Each Fund has multiple classes of shares designed to meet the needs of different groups of investors. The following table sets forth the differences among the classes:

Class:	Offered to:
Institutional Class	Investors making an initial investment of $250,000
Y Class	Investors making an initial investment of $100,000
Investor Class	General public and investors investing through an intermediary
Advisor Class	Investors investing through an intermediary
A Class	General public and investors investing through an intermediary with applicable sales charges, which may include a front-end sales charge and a contingent deferred sales charge (“CDSC”)
C Class	General public and investors investing through an intermediary with applicable sales charges, which may include a CDSC.
AMR Class	Investors in the tax-exempt retirement and benefit plans of the Manager, AMR Corporation and its affiliates

Each class offered by the Trust has equal rights as to assets and voting privileges. Income and non-class specific expenses are allocated daily to each class on the basis of the relative net assets. Realized and unrealized capital gains and losses of each class are allocated daily based on the relative net assets of each class of the respective Fund. Class specific expenses, where applicable, currently include administrative service fees, service fees, and distribution fees and vary among the classes as described more fully in Note 2.

New Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11 Disclosures About Offsetting Assets and Liabilities. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. Management is currently evaluating the impact ASU 2011-11 will have on the financial statement disclosures.

2. Transactions with Affiliates

Management Agreement

The Trust and the Manager are parties to a Management Agreement that obligates the Manager to provide or oversee the provision of all investment advisory, fund management, and securities lending services. Investment assets of the Funds are managed by multiple investment advisors which have entered into separate investment advisory agreements with the Manager. As compensation for performing the duties required under

29

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

the Management Agreement, the Manager receives from the Funds an annualized fee equal to 0.05% of the average daily net assets plus amounts paid by the Manager to the unaffiliated investment advisors hired by the Manager to direct investment activities for the Funds. Management fees paid by the Funds during the six months ended April 30, 2014 were as follows (in thousands):

	Management Fee Rate			Management Fee		Amounts paid to Investment Advisors		Net Amounts Retained by Manager
Balanced		0.22	%	$	953	$	736	$	218
Mid-Cap Value		0.55	%		938		681		67
Small Cap Value II		0.62	%		23		21		2

As compensation for services provided by the Manager in connection with securities lending activities conducted by the Mid-Cap Value Fund, the lending Fund pays to the Manager, with respect to cash collateral posted by borrowers, a fee up to 25% of the net monthly interest income (the gross income earned by the investment of cash collateral, less the amount paid to borrowers and related expenses) from such activities and, with respect to loan fees paid by borrowers, a fee up to 25% of such loan fees. This fee is included in Income derived from securities lending and management and investment advisory fees on the Statements of Operations. During the period ended April 30, 2014, securities lending fees paid to the Manager were $806.

Administrative Services Agreement

The Manager and the Trust entered into an Administrative Services Agreement which obligates the Manager to provide or oversee administrative services to the Funds. As compensation for performing the duties required under the Administrative Services Agreement, the Manager receives an annualized fee of 0.30% of the average daily net assets of the Institutional, Y, Investor, and Advisor Classes of the Funds and 0.40% of the average daily net assets of the A and C Classes, and 0.05% of the average daily net assets of the AMR Class of each of the Funds.

Distribution Plans

The Funds, except for the Advisor, A, and C Classes of the Funds, have adopted a “defensive” Distribution Plan (the “Plan”) in accordance with Rule 12b-1 under the Act, pursuant to which no fees may be charged to the Funds for distribution purposes. However, the Plan authorizes the management and administrative service fees received by the Manager and the investment advisors hired by the Manager to be used for distribution purposes. Under this Plan, the Funds do not intend to compensate the Manager or any other party, either directly or indirectly, for the distribution of Funds’ shares.

Separate Distribution Plans (the “Distribution Plans”) have been adopted pursuant to Rule 12b-1 under the Act for the Advisor, A, and C Classes of the Funds. Under the Distribution Plans, as compensation for distribution assistance, the Manager receives an annual fee of 0.25% of the average daily net assets of the Advisor and A Classes, and 1.00% of the average daily net assets of the C Class. The fee will be payable without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the Manager for distribution assistance.

Service Plans

The Manager and the Trust entered into Service Plans that obligate the Manager to oversee additional shareholder servicing of the Y, Investor, Advisor, A, and C Classes. As compensation for performing the duties required under the Service Plans, the Manager receives an annualized fee of 0.10% of the average daily net assets of the Y Class, 0.15% of the average daily net assets of the A and C Classes, 0.25% of the average daily net assets of the Advisor Class, and up to 0.375% of the average daily net assets of the Investor Class of the Funds.

30

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Investment in Affiliated Funds

The Funds may invest in the American Beacon Money Market Select Fund (the “MM Select Fund) and the U.S. Government Money Market Select Fund (the “USG Select Fund”) (collectively, the “Select Funds”). The Select Funds and the Funds have the same investment advisor and therefore, are considered to be affiliated. The Manager serves as investment advisor to the Select Funds and receives from the Select Funds an annualized fee up to 0.09% of the average daily net assets of the Select Funds. During the six months ended April 30, 2014, the Manager earned $3,812 from the Balanced and $1.605 from the Mid-Cap Value Fund’s investment in the Select Funds.

Interfund Lending Program

Pursuant to an exemptive order issued by the Securities and Exchange Commission (“SEC”), the Funds, along with other registered investment companies having management contracts with the Manager, may participate in an interfund lending program. This program provides an alternative credit facility allowing the Funds to borrow from other participating Funds. During the six months ended April 30, 2014, the Balanced Fund participated as a lender by loaning $2,983,668 for 1 day at a rate of 0.68% with interest charges of $56. This amount is included as interest income on the Statements of Operations, herein The Mid-cap and Small Cap Value II Funds did not utilize this credit facility.

Expense Reimbursement Plan

The Manager contractually agreed to reimburse the following Funds to the extent that total annual fund operating expenses exceeded the Funds’ expense cap. For the period ended April 30, 2014, the Manager waived or reimbursed expenses as follows:

	Class	Expense Cap				Expiration
Fund		11/1/13 to 2/28/14	3/1/14 to 4/30/14	Waived or Reimbursed Expenses
Balanced	Y	N/A	N/A	$	—		2017
Balanced	A	1.10%*	N/A		—		2017
Balanced	C	N/A	N/A		—		2017
Mid-Cap Value	Institutional	0.98%	0.98%		—		2017
Mid-Cap Value	Y	1.08%	1.08%		—		2017
Mid-Cap Value	Investor	1.23%	1.23%		—		2017
Mid-Cap Value	Advisor	1.49%	1.49%		—		2017
Mid-Cap Value	A	1.49%	1.49%		—		2017
Mid-Cap Value	C	2.24%	2.24%		—		2017
Small Cap Value II	Y	1.09%	1.09%		19,850		2017
Small Cap Value II	Investor	1.37%	1.37%		9,436		2017

* Voluntary Reimbursement

Of these amounts, $5,279 was receivable from the Manager at April 30, 2014 for the Small Cap Value II Fund. The Funds have adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of fees waived or expenses reimbursed for a period of up to three years. However, reimbursement will occur only if the Class’ average net assets have grown or expenses have declined sufficiently to allow reimbursement without causing its expense ratio to exceed the previously agreed upon contractual expense limit. The reimbursed expenses above will expire in 2017. The carryover of excess expenses potentially reimbursable to the Manager are as follows:

Fund	Recovered Expenses		Excess Expense Carryover		Expiration of Reimbursed Expenses
Balanced	$	—	$	4,186		2014
Balanced		—		1,232		2015
Mid-Cap Value		—		17,821		2014
Mid-Cap Value		—		36,006		2015
Mid-Cap Value		—		6,183		2016
Small Cap Value II		—		118,169		2015
Small Cap Value II		—		69,350		2016

31

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Of the above amounts, $39,154 expired during the six months ended April 30, 2014 for the Mid-Cap Value Fund. The Funds have not recorded a liability for potential reimbursements, due to the current assessment that a reimbursement is unlikely.

Sales Commissions

The Funds’ distributor, Foreside Fund Services, LLC (“Foreside”), may receive a portion of A Class sales charges from broker dealers and it may be used to offset distribution related expenses. During the six months ended April 30, 2014, Foreside collected $176,978 and $4,935 for the Balanced and Mid-Cap Value Funds, respectively, from the sale of Class A Shares.

A CDSC of 0.50% will be deducted with respect to Class A Shares on certain purchases of $1,000,000 or more that are redeemed in whole or part within 18 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 0.50% of the lesser of the original purchase price or the value of the redemption of the Class A Shares redeemed. During the year ended December 31, 2013, there were no CDSC fees collected for Class A Shares.

A CDSC of 1.00% will be deducted with respect to Class C Shares redeemed within 12 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 1.00% of the lesser of the original purchase price or the value of the redemption of the Class C Shares redeemed. During the six months ended April 30, 2014 CDSC fees of $3,464 and $29 were collected for the Balanced and Mid-Cap Value Funds, respectively.

3. Security Valuation and Fair Value Measurements

Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally 4 p.m. ET, each day that the Exchange is open for business. Equity securities, including exchange-traded funds (“ETFs”) for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade.

Debt securities (other than short-term securities) normally are valued on the basis of prices provided by an independent pricing service and may take into account appropriate factors such as institution-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. Prices of debt securities may be determined using quotes obtained from brokers.

Investments in open-end mutual funds are valued at the closing net asset value (“NAV”) per share of the mutual fund on the day of valuation. Investment grade short-term obligations with 60 days or less to maturity are valued using the amortized cost method, which approximates fair value.

Securities for which the market prices are not readily available or are not reflective of the fair value of the security, as determined by the Manager, will be priced at fair value following procedures approved by the Trust’s Board of Trustees (the “Board”).

Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, a Fund is required to deposit with its futures broker, an amount of cash or U.S. Government and Agency Obligations in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed on the Statements of Assets and Liabilities.

32

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Other investments, including restricted securities, and those financial instruments for which the above valuation procedures are inappropriate or are deemed not to reflect fair value are stated at fair value as determined in good faith by the Valuation Committee, established by the Fund’s Board.

Valuation Inputs

Various inputs may be used to determine the fair value of the Funds’ investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1	-	Quoted prices in active markets for identical securities.
Level 2	-	Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others. Level 2 securities are fixed-income securities that are valued using observable inputs as stated above.
Level 3	-	Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Level 1 and Level 2 trading assets and trading liabilities, at fair value

Fixed income securities including corporate, convertible and municipal bonds and notes, U.S. government agencies, U.S. Treasury obligations, sovereign issues, bank loans, convertible preferred securities, and non-U.S. bonds are normally valued by pricing service providers that use broker dealer quotations, reported trades or valuation estimates from their internal pricing models. The service providers’ internal models use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates, and quoted prices for similar assets. Securities that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

Fixed income securities purchased on a delayed-delivery basis are marked to market daily until settlement at the forward settlement date are categorized as Level 2 of the fair value hierarchy.

Mortgage-related and asset-backed securities are usually issued as separate tranches, or classes, of securities within each deal. These securities are also normally valued by pricing service providers that use broker dealer quotations or valuation estimates from their internal pricing models. The pricing models for these securities usually consider tranche-level attributes, current market data, estimated cash flows, and market-based yield spreads for each tranche, and incorporate deal collateral performance, as available. Mortgage-related and asset-backed securities that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

Common stocks and financial derivative instruments, such as futures contracts that are traded on a national securities exchange, are stated at the last reported sale or settlement price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level 1 of the fair value hierarchy. Preferred securities and other equities traded on inactive markets or valued by reference to similar instruments are categorized as Level 2 of the fair value hierarchy.

Investments in registered open-end investment management companies will be valued based upon the NAVs of such investments and are categorized as Level 1 of the fair value hierarchy. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost which approximates fair market value. These investments are categorized as Level 2 of the fair value hierarchy.

33

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

The Funds’ investments are summarized by level based on the inputs used to determine their values. U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) also requires all transfers between levels to be disclosed. The end of period timing recognition has been adopted for the transfers between levels of each Fund’s assets and liabilities. During the six months ended April 30, 2014, there were no transfers between levels. As of April 30, 2014, the investments were classified as described below (in thousands):

Balanced Fund(1)	Level 1				Level 2			Level 3			Total
Common Stock		$	544,802			$	—		$	—		$	544,802
Preferred Stock			4,680				—			—			4,680
Corporate Obligations			—				109,554			—			109,554
Foreign Government Obligations			—				870			—			870
Commercial Mortgage-Backed Obligations			—				21,260			—			21,260
Asset-Backed Obligations			—				9,118			—			9,118
U.S. Agency Mortgage-Backed Obligations			—				40,552			—			40,552
U.S. Treasury Obligations			—				115,874			—			115,874
U.S. Agency Obligations			—				15,610			—			15,610
Municipal Obligations			—				3,042			—			3,042
Short-Term Investments – Money Market Funds			58,484				—			—			58,484
Total Investments in Securities		$	607,966			$	315,880		$	—		$	923,846
Futures Contracts		$	701			$	—		$	—		$	701
Mid-Cap Value Fund(1)	Level 1				Level 2			Level 3			Total
Common Stock		$	324,347			$	—		$	—		$	324,347
Short-Term Investments – Money Market Funds			20,129				—			—			20,129
Securities Lending Collateral invested in Money Market Funds			13,721				—			—			13,721
Total Investments in Securities		$	358,197			$	—		$	—		$	358,197
Futures Contracts		$	63			$	—		$	—		$	63
Small Cap Value II Fund(1)	Level 1				Level 2			Level 3			Total
Common Stock		$	7,982			$	—		$	—		$	7,982
Short-Term Investments – Money Market Funds			283				—			—			283
Total Investments in Securities		$	8,265			$	—		$	—		$	8,265
Futures Contracts		$	0	(2)		$	—		$	—		$	0	(2)

⁽¹⁾ Refer to the Schedules of Investments for industry information.

⁽²⁾ Amount less than $500 but greater than $0.

Security Transactions and Investment Income

Security transactions are recorded on the trade date of the security purchase or sale. The Funds may purchase securities with delivery or payment to occur at a later date. At the time the Funds enter into a commitment to purchase a security, the transaction is recorded, and the value of the security is reflected in the net asset value. The value of the security may vary with market fluctuations.

Dividend income, net of foreign taxes, is recorded on the ex-dividend date, except certain dividends from foreign securities which are recorded as soon as the information is available to the Funds. Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. For financial and tax reporting purposes, realized gains and losses are determined on the basis of specific lot identification.

34

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Dividends to Shareholders

Dividends from net investment income of the Balanced Fund normally will be declared and paid quarterly. Dividends from net investment income of the Mid-Cap Value and Small Cap Value II Funds normally will be declared and paid at least annually. Distributions, if any, of net realized capital gains are generally paid at least annually and recorded on the ex-dividend date.

Commission Recapture

The Funds have established brokerage commission recapture arrangements with certain brokers or dealers. If a Fund’s investment advisor chooses to execute a transaction through a participating broker, the broker rebates a portion of the commission back to the Fund. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the Funds. This amount is reported with the net realized gain in the Funds’ Statements of Operations, if applicable.

Allocation of Income, Expenses, Gains, and Losses

Income, expenses (other than those attributable to a specific class), gains, and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimated.

Redemption Fees

The AMR Class of the Mid-Cap Value Fund imposes a 2% redemption fee on certain shares held for less than 180 days. The fee is deducted from the redemption proceeds and is intended to offset the trading costs, market impact, and other costs associated with short-term trading activity in the Funds. The “first-in, first-out” method is used to determine the holding period. The fee is allocated to all classes of each Fund pro-rata based on their respective net assets.

Other

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. In the normal course of business, the Trust enters into contracts that provide indemnification to the other party or parties against potential costs or liabilities. The Trust’s maximum exposure under these arrangements is dependent on claims that may be made in the future and, therefore, cannot be estimated. The Trust has had no prior claims or losses pursuant to any such agreement.

4. Securities and Other Investments

American Depositary Receipts (“ADRs”)

ADRs are depositary receipts for foreign issuers in registered form traded in U.S. securities markets. Depositary receipts may not be denominated in the same currency as the securities into which they may be converted. Investing in depositary receipts entails substantially the same risks as direct investment in foreign securities. There is generally less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies. In addition,

35

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

such companies may use different accounting and financial standards (and certain currencies may become unavailable for transfer from a foreign currency), resulting in the Fund’s possible inability to convert immediately into U.S. currency proceeds realized upon the sale of portfolio securities of the affected foreign companies. In addition, the Fund may invest in unsponsored depositary receipts, the issuers of which are not obligated to disclose material information about the underlying securities to investors in the United States. Ownership of unsponsored depositary receipts may not entitle the Fund to the same benefits and rights as ownership of a sponsored depositary receipt or the underlying security.

Real Estate Investment Trusts

The Funds may own shares of real estate investment trusts (“REITs”) which report information on the source of their distributions annually. The Funds re-characterize distributions received from REIT investments based on information provided by the REITs into the following categories: ordinary income, long-term capital gains, and return of capital. If information is not available on a timely basis from the REITs, the re-characterization will be estimated based on available information, which may include the previous year allocation. If new or additional information becomes available from the REITs at a later date, a re-characterization will be made the following year. These re-characterizations are not recorded for financial statement purposes, but as an adjustment to the calculation of taxable income.

Restricted Securities

The Funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities may be sold privately, but are required to be registered or exempted from such registration before being sold to the public. Private placement securities are generally considered to be restricted except for those securities traded between qualified institutional investors under the provisions of Rule 144A of the Securities Act of 1933. Disposal of restricted securities may involve time-consuming negotiations and expenses, and prompt sale at an acceptable price may be difficult to achieve. Restricted securities outstanding at the six months ended April 30, 2014 are disclosed in the Notes to the Schedule of Investments.

Other Investment Company Securities and Other Exchange Traded Products

The Funds may invest in shares of other investment companies, including open-end funds, closed-end funds, business development companies, ETFs, exchange-traded notes (“ETNs”), unit investment trusts, and other investment companies of the Trust. The Funds may invest in investment company securities advised by the Manager or a sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear a Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Investments in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.

Mortgage-Related and Other Asset-Backed Securities

The Balanced Fund may invest in mortgage or other asset-backed securities (“ABS”). These securities may include mortgage instruments issued by U.S. government agencies (“agency mortgages”) or those issued by private entities (“non-agency mortgages”). Specific types of instruments may include mortgage pass-through securities, collateralized mortgage obligations (“CMOs”), commercial mortgage-backed securities, mortgage dollar rolls, CMO residuals, stripped mortgage-backed securities and other securities that directly or indirectly represent a participation in, or are secured by a payable from, mortgage loans on real property. The value of the Fund’s mortgage-backed securities (“MBS”) may be affected by, among other things, changes or perceived

36

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

changes in interest rates, factors concerning the interests in and structure of the issuer or the originator of the mortgage, or the quality of the underlying assets. The mortgages underlying the securities may default or decline in quality or value. Through its investments in MBS, a Fund has exposure to subprime loans, Alt-A loans and non-conforming loans as well as to the mortgage and credit markets generally. Underlying collateral related to subprime, Alt-A and non-conforming mortgage loans has become increasingly susceptible to defaults and declines in quality or value, especially in a declining residential real estate market. In addition, regulatory or tax changes may adversely affect the mortgage securities markets as a whole.

Mortgage-Backed Securities

MBS often have stated maturities of up to thirty years when they are issued, depending upon the length of the mortgages underlying the securities. In practice however, unscheduled or early payments of principal and interest on the underlying mortgages may make the securities’ effective maturity shorter than this, and the prevailing interest rates may be higher or lower than the current yield of the Fund’s portfolio at the time resulting in reinvestment risk.

Rising or high interest rates may result in slower than expected principal payments which may tend to extend the duration of MBS, making them more volatile and more sensitive to changes in interest rates. This is known as extension risk.

MBS may have less potential for capital appreciation than comparable fixed income securities due to the likelihood of increased prepayments of mortgages resulting from foreclosures or declining interest rates. These foreclosed or refinanced mortgages are paid off at face value (par) or less, causing a loss, particularly for any investor who may have purchased the security at a premium or a price above par. In such an environment, this risk limits the potential price appreciation of these securities.

Agency Mortgage-Backed Securities

Certain MBS may be issued or guaranteed by the U.S. government or a government sponsored entity, such as Fannie Mae (the Federal National Mortgage Association) or Freddie Mac (the Federal Home Loan Mortgage Corporation). Although these instruments may be guaranteed by the U.S. government or a government sponsored entity, many such MBS are not backed by the full faith and credit of the United States and are still exposed to the risk of non-payment.

Privately Issued Mortgage-Backed Securities

MBS held by a Fund may be issued by private issuers including commercial banks, savings associations, mortgage companies, investment banking firms, finance companies and special purpose finance entities (called special purpose vehicles or SPVs) and other entities that acquire and package mortgage loans for resale as MBS. These privately issued non-agency MBS may offer higher yields than those issued by government agencies, but also may be subject to greater price changes than governmental issues. Subprime loans refer to loans made to borrowers with weakened credit histories or with a lower capacity to make timely payments on their loans. Alt-A loans refer to loans extended to borrowers who have incomplete documentation of income, assets, or other variables that are important to the credit underwriting processes. Non-conforming mortgages are loans that do not meet the standards that allow purchase by government-sponsored enterprises. MBS with exposure to subprime loans, Alt-A loans or non-conforming loans have had in many cases higher default rates than those loans that meet government underwriting requirements. The risk of non-payment is greater for MBS that are backed by mortgage pools that contain subprime, Alt-A and non-conforming loans, but a level of risk exists for all loans.

Unlike agency MBS issued or guaranteed by the U.S. government or a government-sponsored entity (e.g., Fannie Mae (the Federal National Mortgage Association) and Freddie Mac (the Federal Home Loan Mortgage Corporation), MBS issued by private issuers do not have a government or government-sponsored entity

37

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

guarantee, but may have credit enhancements provided by external entities such as banks or financial institutions or achieved through the structuring of the transaction itself. Examples of such credit support arising out of the structure of the transaction include the issue of senior and subordinated securities (e.g., the issuance of securities by an SPV in multiple classes or “tranches,” with one or more classes being senior to other subordinated classes as to the payment of principal and interest, with the result that defaults on the underlying mortgage loans are borne first by the holders of the subordinated class); creation of “reserve funds” (in which case cash or investments, sometimes funded from a portion of the payments on the underlying mortgage loans, are held in reserve against future losses); and “overcollateralization” (in which case the scheduled payments on, or the principal amount of, the underlying mortgage loans exceeds that required to make payment on the securities and pay any servicing or other fees). However, there can be no guarantee that credit enhancements, if any, will be sufficient to prevent losses in the event of defaults on the underlying mortgage loans. In addition, MBS that are issued by private issuers are not subject to the underwriting requirements for the underlying mortgages that are applicable to those MBS that have a government or government-sponsored entity guarantee. As a result, the mortgage loans underlying private MBS may, and frequently do, have less favorable collateral, credit risk or other underwriting characteristics than government or government-sponsored MBS and have wider variances in a number of terms including interest rate, term, size, purpose and borrower characteristics. Privately issued pools more frequently include second mortgages, high loan-to-value mortgages and manufactured housing loans. The coupon rates and maturities of the underlying mortgage loans in a private-label MBS pool may vary to a greater extent than those included in a government guaranteed pool, and the pool may include subprime mortgage loans.

Privately issued MBS are not traded on an exchange and there may be a limited market for the securities, especially when there is a perceived weakness in the mortgage and real estate market sectors. Without an active trading market, MBS held in the Fund’s portfolio may be particularly difficult to value because of the complexities involved in assessing the value of the underlying mortgage loans.

Asset-Backed Securities

ABS may include MBS, loans, receivables or other assets. The value of the Fund’s ABS may be affected by, among other things, actual or perceived changes in interest rates, factors concerning the interests in and structure of the issuer or the originator of the receivables, the market’s assessment of the quality of underlying assets or actual or perceived changes in the credit worthiness of the individual borrowers, the originator, the servicing agent or the financial institution providing the credit support.

Payment of principal and interest may be largely dependent upon the cash flows generated by the assets backing the securities.

Rising or high interest rates tend to extend the duration of ABS, making them more volatile and more sensitive to changes in interest rates. The underlying assets are sometimes subject to prepayments which can shorten the security’s weighted average life and may lower its return. Defaults on loans underlying ABS have become an increasing risk for ABS that are secured by home equity loans related to sub-prime, Alt-A or non-conforming mortgage loans, especially in a declining residential real estate market.

ABS (other than MBS) present certain risks that are not presented by MBS. Primarily, these securities may not have the benefit of any security interest in the related assets. Credit card receivables are generally unsecured and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. There is the possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities. ABS are often backed by a pool of assets representing the obligations of a number of different parties. To lessen the effect of failures by obligors on underlying assets to make payments, the securities may contain elements of credit support which fall into two categories: (i) liquidity protection, and (ii) protection against losses resulting from ultimate default by an obligor on the underlying assets. Liquidity protection refers to the provision of advances, generally by the

38

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

entity administering the pool of assets, to ensure that the receipt of payments on the underlying pool occurs in a timely fashion. Protection against losses results from payment of the insurance obligations on at least a portion of the assets in the pool. This protection may be provided through guarantees, policies or letters of credit obtained by the issuer or sponsor from third parties, through various means of structuring the transaction or through a combination of such approaches. The Fund will not pay any additional or separate fees for credit support. The degree of credit support provided for each issue is generally based on historical information respecting the level of credit risk associated with the underlying assets.

Delinquency or loss in excess of that anticipated or failure of the credit support could adversely affect the return on an investment in such a security. The availability of ABS may be affected by legislative or regulatory developments. It is possible that such developments may require the Fund to dispose of any then existing holdings of such securities.

5. Financial Derivative Instruments

Futures Contracts

Futures contracts are contracts to buy or sell a standard quantity of securities at a specified price on a future date. The Funds may enter into financial futures contracts as a method for keeping assets readily convertible to cash if needed to meet shareholder redemptions or for other needs while maintaining exposure to the stock or bond market, as applicable. The primary risks associated with the use of futures contracts are the possibility of illiquid markets or imperfect correlation between the values of the contracts and the underlying securities, or that the counterparty will fail to perform its obligations.

Upon entering into a futures contract, the Funds are required to set aside or deposit with a broker an amount, termed the initial margin, which typically represents a portion of the face value of the futures contract. A Fund usually reflects this amount on the Schedule of Investments as a U.S. Treasury Bill held as collateral for futures contracts or as cash deposited with broker on the Statement of Assets and Liabilities. Payments to and from the broker, known as variation margin, are required to be made on a daily basis as the price of the futures contract fluctuates. Changes in initial settlement values are accounted for as unrealized appreciation or depreciation until the contracts are terminated, at which time realized gains and losses are recognized. Futures contracts are valued at the most recent settlement price established each day by the exchange on which they are traded.

During the six months ended April 30, 2014, the Funds entered into future contracts primarily for return enhancement and exposing cash to markets.

The Funds’ average futures contracts outstanding fluctuate throughout the operating year as required to meet strategic requirements. The following table illustrates the quarterly volume of futures contracts. For purpose of this disclosure, volume is measured by contracts outstanding at period end.

	Average Futures Contracts Outstanding
For the Quarter Ended	October 31, 2013		April 30, 2014
Balanced		31		23
Mid-Cap Value		9		11
Small Cap Value II		1		1

The following is a summary of the Funds’ derivative financial instruments categorized by risk exposure (in thousands) ^(1) (2):

39

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Fair Values of derivative financial instruments on the Statement of Assets and Liabilities as of April 30, 2014:

			Balanced		Mid-Cap Value		Small Cap Value II
Assets	Derivative
Unrealized appreciation of futures contracts		Equity Contracts	$	701	$	63	$	0	(3)

The effect of financial derivative instruments on the Statement of Operations for the six months ended April 30, 2014

Statement of Operations
Net realized gain (loss) from futures contracts	Equity Contracts	3,503	630	24
Change in net unrealized appreciation or (depreciation) of futures contracts	Equity Contracts	840	296	7

⁽¹⁾  See Note 3 in the Notes to Financial Statements for additional information.

⁽²⁾  The volume of derivative activity described above is reflective of the derivative activity through the current period of operations.

⁽³⁾  Amount less than $500 but greater than $0

6. Principal Risks

In the normal course of business the Funds trade financial instruments and enter into financial transactions where risk of potential loss exists. Security values fluctuate (market risk) and may decline due to factors affecting securities markets in general, particular industries represented in the securities markets or conditions specifically related to a particular company. Failure of the other party to a transaction to perform (credit and counterparty risk), for example by not making principal and interest payments when due, reduces the value of the issuer’s debt and could reduce the Funds’ income. Similar to credit risk, the Funds may be exposed to counterparty risk, or the risk that an institution or other entity with which the Funds have unsettled or open transactions will fail to make required payments or otherwise comply with the terms of the instrument, transaction or contract. The potential loss could exceed the value of the financial assets recorded in the financial statements. Some of the Funds’ investments may be illiquid and the Funds may not be able to vary the portfolio investments in response to changes in economic and other conditions. If a Fund is required to liquidate all or a portion of its investments quickly, the Fund may realize significantly less than the value at which it previously recorded those investments.

Market Risks

The Funds’ investments in financial derivatives and other financial instruments expose the Funds to various risks such as, but not limited to, interest rate, foreign currency and equity risks.

Interest rate risk is the risk that fixed income securities will decline in value because of changes in interest rates. As nominal interest rates rise, the value of certain fixed income securities held by the Fund is likely to decrease. A nominal interest rate can be described as the sum of a real interest rate and an expected inflation rate. Fixed income securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than securities with shorter durations. Duration is useful primarily as a measure of the sensitivity of a fixed income’s market price to interest rate (i.e. yield) movements.

The fair values of equities, such as common stocks and preferred securities or equity related investments such as futures, may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities and equity related investments generally have greater market price volatility than fixed income securities.

40

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Counterparty Credit Risk

A derivative contract may suffer a mark to market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

With exchange traded futures, there is less counterparty credit risk to the Funds since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, the credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, a Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency) of the clearing broker or clearinghouse. Additionally, credit risk exists in exchange traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Funds.

Cash collateral that has been pledged to cover obligations of the Funds and cash collateral received from the counterparty, if any, is reported separately on the Statements of Assets and Liabilities as Deposits with brokers for futures contracts and Payable to brokers for futures contracts, respectively. Non-cash collateral pledged by the Funds, if any, is noted in the Schedules of Investments. Generally, the amount of collateral due from or to a party is determined at the close of business of the Funds and additional required collateral is delivered to/pledged by the Funds on the next business day. To the extent amounts due to the Funds from its counterparties are not fully collateralized, contractually or otherwise, the Funds bear the risk of loss from counterparty non-performance. The Funds attempt to mitigate counterparty risk by only entering into agreements with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties.

Offsetting Assets and Liabilities

The Funds are parties to enforceable master netting agreements between brokers and counterparties such as International Swaps and Derivatives Association (“ISDA”) agreements, Master Repo Agreements and Master Forward Agreements which provide for the right to offset under certain circumstances. The Funds employ multiple money managers and counterparties and have elected not to offset qualifying financial and derivative instruments on the Statements of Assets and Liabilities, as such all financial and derivative instruments are presented on a gross basis. The impacts of netting arrangements that provide the right to offset are detailed below. The net amount represents the net receivable or payable that would be due from or to the counterparty in the event of default. Exposure from borrowings and other financing agreements can only be netted across transactions governed by the same Master Agreement with the same legal entity. All amounts reported below represent the balance as of the report date, April 30, 2014 (in thousands).

Balanced Fund

Offsetting of Financial Assets and Derivative Assets as of April 30, 2014

Description	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts of Liabilities Presented in the Statement of Assets and Liabilities
Futures Contracts	$	152	$	—	$	152

41

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Financial Assets, Derivative Assets, and Collateral Pledged by Counterparty as of April 30, 2014

	Net amount of Assets Presented in the Statement of Assets and Liabilities		Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty			Financial Instruments		Cash Collateral Received		Net Amount
Goldman Sachs & Co.	$	152	$	—	$	—	$	152

Mid Cap Value Fund

Offsetting of Financial Assets and Derivative Assets as of April 30, 2014

Description	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts of Liabilities Presented in the Statement of Assets and Liabilities
Futures Contracts	$	112	$	—	$	112
Securities on Loan		13,421		—		13,421
	$	13,533	$	—	$	13,533

Financial Assets, Derivative Assets, and Collateral Pledged by Counterparty as of April 30, 2014

Counterparty	Net amount of Assets Presented in the Statement of Assets and Liabilities		Gross Amounts Not Offset in the Statement of Assets and Liabilities
			Financial Instruments		Cash Collateral Received1			Net Amount
BNP Paribas Prime Brokerage	$	2,153	$	—	$	(2,153	)	$	—
Citigroup Global Markets, Inc.		1,384		—		(1,384	)		—
Credit Suisse Securities USA		1,187		—		(1,187	)		—
Deutsche Bank Securities, Inc.		1,040		—		(1,040	)		—
Goldman Sachs & Co.		112		—		—			112
JPMorgan Clearing Corp.		2,962		—		(2,962	)		—
Merrill Lynch, Pierce, Fenner & Smith, Inc.		4,339		—		(4,339	)		—
SG Americas Securities LLC		208		—		(208	)		—
UBS Securities LLC		148		—		(148	)		—
Total	$	13,533	$	—	$	(13,421	)	$	112

¹  Excess of collateral received from the individual counterparty is not shown for financial reporting purposes. Collateral with a value of $13,722 has been received in connection with securities lending transactions.

Small Cap Value II

Offsetting of Financial Assets and Derivative Assets as of April 30, 2014

Description	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts of Liabilities Presented in the Statement of Assets and Liabilities
Futures Contracts	$	1	$	—	$	1

Financial Assets, Derivative Assets, and Collateral Pledged by Counterparty as of April 30, 2014

	Net amount of Assets Presented in the Statement of Assets and Liabilities		Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty			Financial Instruments		Cash Collateral Received		Net Amount
Goldman Sachs & Co.	$	1	$	—	$	—	$	1

7. Federal Income and Excise Taxes

It is the policy of each Fund to qualify as a regulated investment company (“RIC”), by complying with all applicable provisions of Subchapter M of the Internal Revenue Code, as amended, and to make distribution of taxable income sufficient to relieve it from substantially all federal income and excise taxes. For federal income tax purposes, each Fund is treated as a single entity for the purpose of determining such qualification.

42

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

The Funds do not have any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the four year period ended October 31, 2013 remains subject to examination by the Internal Revenue Service. If applicable, the Funds recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statements of Operations.

Dividends are categorized in accordance with income tax regulations which may treat certain transactions differently than U.S. GAAP. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

The tax character of distributions paid were as follows (in thousands):

	Balanced				Mid-Cap Value				Small Cap Value II
	Six months ended April 30, 2014		Year Ended October 31, 2013		Six months ended April 30, 2014		Year Ended October 31, 2013		Six months ended April 30, 2014		Year Ended October 31, 2013
	(unaudited)				(unaudited)				(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	1,557	$	1,020	$	2,004	$	657	$	—	$	—
Y Class		407		72		77		13		103		28
Investor Class		2,796		1,894		640		35		43		28
Advisor Class		200		93		17		8		—		—
A Class		250		84		90		4		—		—
C Class		350		77		31		5		—		—
AMR Class		17,285		14,207		3,498		1,435		—		—
Long-Term Capital Gain
Institutional Class		2,368		909		3,237		1,547		—		—
Y Class		541		61		123		29		202		3
Investor Class		4,688		2,087		1,047		182		85		3
Advisor Class		238		56		34		19		—		—
A Class		299		85		147		11		—		—
C Class		591		94		59		11		—		—
AMR Class		25,639		12,494		5,292		3,149		—		—
Total distributions paid	$	57,209	$	33,233	$	16,296	$	7,105	$	433	$	62

* For tax purposes, short-term capital gains are considered ordinary income distributions.

As of April 30, 2014, the components of distributable earnings or (deficits) on a tax basis were as follows (in thousands):

	Balanced			Mid-Cap Value			Small Cap Value II
Cost basis of investments for federal income tax purposes	$	780,325		$	315,356		$	7,196
Unrealized appreciation		153,327			45,368			1,214
Unrealized depreciation		(9,806	)		(2,526	)		(145	)
Net unrealized appreciation		143,521			42,842			1,069
Undistributed ordinary income		4,854			572			44
Accumulated long-term gain		20,428			8,489			261
Other temporary differences		703			63			—
Distributable earnings or (deficits)	$	169,506		$	51,966		$	1,374

Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The temporary differences between financial reporting and tax-basis reporting of unrealized appreciation or depreciation are attributable primarily to the tax deferral of losses from wash sales, the realization for tax purposes of unrealized gain or (loss) on certain derivative instruments, reclassifications of income from real estate investment securities publicly traded partnerships, and book amortization of premium.

43

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Due to inherent differences in the recognition of income, expenses and realized gains (losses) under U.S. GAAP and federal income tax regulations, permanent differences between book and tax reporting have been identified and appropriately reclassified on the Statements of Assets and Liabilities.

Accordingly, the following amounts represent current year permanent differences derived from book amortization of premium, pay down reclasses, Section 732 basis adjustments, income from real estate investment securities and business development companies, net operating loss adjustments, and dividend reclasses that have been reclassified as of April 30, 2014 (in thousands):

	Balanced			Mid-Cap Value			Small Cap Value II
Paid-in-capital	$	—		$	(7	)	$	—
Undistributed net investment income		421			(9	)		(4	)
Accumulated net realized gain (loss)		(421	)		16			4
Unrealized appreciation or depreciation of investments and futures contracts		—			—			—

Under the Regulated Investment Company Modernization Act of 2010 (the “RIC MOD”), net capital losses recognized by the Funds in taxable years beginning after December 22, 2010 are carried forward indefinitely and retain their character as short-term and/or long-term losses. Prior to RIC MOD, net capital losses incurred by the Funds were carried forward for eight years and treated as short-term losses. RIC MOD requires that post-enactment net capital losses be used before pre-enactment net capital losses.

The Funds do not have capital loss carryforwards as of April 30, 2014.

8. Investment Transactions

The aggregate cost of purchases and proceeds from sales and maturities of long-term investments during the six months ended April 30, 2014 were as follows (in thousands):

	Balanced		Mid-Cap Value		Small Cap Value II
Purchases (excluding U.S. government securities)	$	144,374	$	137,711	$	5,204
Sales and maturities (excluding U.S. government securities)		119,988		34,018		2,137
Purchases of U.S. government securities		18,859		—		—
Sales and maturities of U.S. government securities		9,603		—		—

A summary of the Funds’ direct transactions in Select Funds for the year ended April 30, 2014 is set forth below (in thousands):

	Affiliate		October 31, 2013 Shares/Fair Value		Purchases		Sales		April 30, 2014 Shares/Fair Value
Mid-Cap Value		USG Select Fund	$	—	$	20,393	$	10,891	$	9,501

9. Securities Lending

The Mid-Cap Value Growth Fund may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income. The borrowers are required to secure their loans continuously with collateral in an amount at least equal to the fair value of the securities loaned, initially in an amount at least equal to 102% of the fair value of domestic securities loaned and 105% of the fair value of international securities loaned. Collateral is monitored and marked to market daily. Daily mark to market amounts are required to be paid to the borrower or received from the borrower by the end of the following business day. This one day settlement for mark to market amounts may result in the collateral being temporarily less than the value of the securities on loan or temporarily more than the required minimum collateral.

44

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

To the extent that a loan is collateralized by cash, such cash collateral shall be invested by the securities lending agent (the “Agent”) in money market mutual funds, and other short-term investments, as designated by the Manager.

Securities lending income is generated from the demand premium (if any) paid by the borrower to borrow a specific security and from the return on investment of cash collateral, reduced by negotiated rebate fees paid to the borrower and transaction costs. To the extent that a loan is secured by non-cash collateral, securities lending income is generated as a demand premium reduced by transaction costs. The Fund, the Agent, and the Manager retain 80%, 10%, and 10%, respectively, of the income generated from securities lending.

While securities are on loan, the Fund continues to receive certain income associated with that security and any gain or loss in the market price that may occur during the term of the loan. In the case of domestic equities, the value of any dividend is received in the form of a substitute payment approximately equal to the dividend. In the case of foreign securities, a negotiated amount is received that is less than the actual dividend, but higher than the dividend amount minus the foreign tax that the Fund would be subject to on the dividend.

Securities lending transactions pose certain risks to the Fund, including that the borrower may not provide additional collateral when required or return the securities when due, that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower, that non-cash collateral may be subject to legal constraints in the event of a borrower bankruptcy, and that the cash collateral investments could become illiquid and unable to be used to return collateral to the borrower. The Fund could also experience delays and costs in gaining access to the collateral. The Fund bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower and any action which impairs its ability to liquidate non-cash collateral to satisfy a borrower default.

As of April 30, 2014, the value of outstanding securities on loan and the value of collateral was as follows (in thousands):

Fair Value of Securities on Loan	Non-Cash Collateral	Cash Collateral Posted by Borrower
$ 13,421	$—	$13,722

Cash collateral is listed on the Stephens Small Cap Growth Fund’s Schedule of Investments and is shown on the Statements of Assets and Liabilities. Income earned on these investments, grossed up by the securities lending fees paid to the Manager, is included in Income derived from securities lending on the Statements of Operations.

Non-cash collateral received by the Fund may not be sold or re-pledged except to satisfy a borrower default. Therefore, non-cash collateral is not included on the Fund’s Schedule of Investments or Statements of Assets and Liabilities.

10. Capital Share Transactions

The tables below summarize the activity in capital shares for each Class of the Funds (shares and dollars in thousands):

45

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

For the Six Months Ended April 30, 2014

	Institutional Class						Y Class						Investor Class						Advisor Class
Balanced Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		760		$	12,298			942		$	15,368			1,921		$	28,486			391		$	5,970
Reinvestment of dividends		244			3,881			56			895			497			7,213			29			437
Shares redeemed		(303	)		(4,890	)		(58	)		(948	)		(1,414	)		(20,852	)		(79	)		(1,229	)
Net increase in shares outstanding		701		$	11,289			940		$	15,315			1,004		$	14,847			341		$	5,178
	A Class						C Class						AMR Class
Balanced Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		601		$	8,772			682		$	10,185			685		$	10,427
Reinvestment of dividends		33			482			59			855			2,861			42,923
Shares redeemed		(80	)		(1,201	)		(55	)		(816	)		(2,230	)		(34,102	)
Net increase in shares outstanding		554		$	8,053			686		$	10,224			1,316		$	19,248

	Institutional Class						Y Class						Investor Class						Advisor Class
Mid-Cap Value Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		3,317		$	46,948			1,079		$	15,285			4,885		$	69,198			132		$	1,819
Redemption Fees		—			11			—			1			—			6			—			—
Reinvestment of dividends		371			5,095			13			178			121			1,684			4			52
Shares redeemed		(605	)		(8,453	)		(100	)		(1,386	)		(485	)		(6,799	)		(42	)		(554	)
Net increase in shares outstanding		3,083		$	43,601			992		$	14,078			4,521		$	64,089			94		$	1,317
	A Class						C Class						AMR Class
Mid-Cap Value Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		679		$	9,478			163		$	2,210			892		$	12,670
Redemption Fees		—			1			—			—			—			15
Reinvestment of dividends		16			214			5			71			640			8,789
Shares redeemed		(26	)		(361	)		(1	)		(9	)		(2,282	)		(31,838	)
Net increase (decrease) in shares outstanding		669		$	9,332			167		$	2,272			(750	)	$	(10,364	)
	Y Class						Investor Class
Small Cap Value II Fund	Shares			Amount			Shares			Amount
Shares sold		257		$	3,644			3		$	47
Reinvestment of dividends		22			305			9			128
Shares redeemed		(32	)		(454	)		(8	)		(118	)
Net increase in shares outstanding		247		$	3,495			4		$	57

For the Year Ended October 31, 2013

	Institutional Class						Y Class						Investor Class						Advisor Class
Balanced Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		1,578		$	24,033			379		$	5,977			5,452		$	76,643			340		$	4,925
Reinvestment of dividends		128			1,905			8			118			284			3,855			11			149
Shares redeemed		(840	)		(12,662	)		(117	)		(1,822	)		(5,220	)		(73,411	)		(127	)		(1,870	)
Net increase in shares outstanding		866		$	13,276			270		$	4,273			516		$	7,087			224		$	3,204
	A Class						C Class						AMR Class
Balanced Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		251		$	3,543			526		$	7,634			10,401		$	153,598
Reinvestment of dividends		11			147			11			158			1,897			26,701
Shares redeemed		(80	)		(1,133	)		(41	)		(596	)		(23,319	)		(330,824	)
Net increase (decrease) in shares outstanding		182		$	2,557			496		$	7,196			(11,021	)	$	(150,525	)

46

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

	Institutional Class						Y Class						Investor Class						Advisor Class
Mid-Cap Value Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		2,446		$	31,998			182		$	2,464			1,154		$	15,280			27		$	331
Redemption Fees		—			20			—			—			—			3			—			—
Reinvestment of dividends		204			2,201			2			25			19			211			2			27
Shares redeemed		(733	)		(9,125	)		(34	)		(420	)		(317	)		(4,009	)		(20	)		(258	)
Net increase in shares outstanding		1,917		$	25,094			150		$	2,069			856		$	11,485			9		$	100
	A Class						C Class						AMR Class
Mid-Cap Value Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		115		$	1,525			41		$	529			5,497		$	69,734
Redemption Fees		—			—			—			—			—			41
Reinvestment of dividends		1			10			1			12			425			4,584
Shares redeemed		(22	)		(296	)		—			(1	)		(4,118	)		(50,994	)
Net increase in shares outstanding		94		$	1,239			42		$	540			1,804		$	23,365
	Y Class						Investor Class
Small Cap Value II Fund	Shares			Amount			Shares			Amount
Shares sold		—		$	—			13		$	161
Reinvestment of dividends		3			32			3			31
Shares redeemed		—			—			(1	)		(6	)
Net increase in shares outstanding		3		$	32			15		$	186

47

American Beacon Balanced Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended April 30, 2014				Year Ended October 31,
					2013				2012				2011				2010				2009
	(unaudited)
Net asset value, beginning of period		$	16.31			$	14.27			$	12.89			$	12.62			$	11.83			$	10.63
Income from investment operations:
Net investment income			0.20				0.30				0.32				0.32				0.35				0.43
Net gains from investments (both realized and unrealized)			0.91				2.35				1.38				1.29				1.10				1.25
Total income from investment operations			1.11				2.65				1.70				0.61				1.45				1.68
Less distributions:
Dividends from net investment income			(0.19	)			(0.30	)			(0.32	)			(0.34	)			(0.66	)			(0.48	)
Distributions from net realized gains			(0.83	)			(0.31	)			—				—				—				—
Total distributions			(1.02	)			(0.61	)			(0.32	)			(0.34	)			(0.66	)			(0.48	)
Net asset value, end of period		$	16.40			$	16.31			$	14.27			$	12.89			$	12.62			$	11.83
Total returnA			7.07	%B			19.04	%			13.23	%			4.87	%			12.47	%			16.64	%
Ratios and supplemental data:
Net assets, end of period (in thousands)		$	72,723			$	60,916			$	40,938			$	30,962			$	33,405			$	29,808
Ratios to average net assets:
Expenses, before reimbursements			0.58	%C			0.60	%			0.59	%			0.58	%			0.58	%			0.60	%
Expenses, net of reimbursements			0.58	%C			0.60	%			0.59	%			0.58	%			0.58	%			0.60	%
Net investment income, before reimbursements			2.45	%C			1.86	%			2.27	%			2.49	%			2.67	%			3.60	%
Net investment income, net of reimbursements			2.45	%C			1.86	%			2.27	%			2.49	%			2.67	%			3.60	%
Portfolio turnover rate			15	%B			56	%			58	%			47	%			40	%			57	%

^A Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^B Not annualized.

^C Annualized.

^D Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

48

American Beacon Balanced Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class															Investor Class
Six Months Ended April 30, 2014			Year Ended October 31,									March 1 to Oct. 31, 2010			Six Months Ended April 30, 2014			Year Ended October 31,
			2013			2012			2011									2013			2012			2011			2010			2009
(unaudited)															(unaudited)
$	16.37		$	14.32		$	12.93		$	12.78		$	12.20		$	14.98		$	13.16		$	11.93		$	11.66		$	10.96		$	9.91
	0.21			0.39			0.17			0.36			0.16			0.21			0.26			0.23			0.25			0.25			0.30
	0.88			2.26			1.51			0.24			0.57			0.77			2.13			1.30			0.28			1.04			1.23
	1.09			2.65			1.68			0.60			0.73			0.98			2.39			1.53			0.53			1.29			1.53
	(0.19	)		(0.29	)		(0.29	)		(0.45	)		(0.15	)		(0.16	)		(0.26	)		(0.30	)		(0.26	)		(0.59	)		(0.48	)
	(0.83	)		(0.31	)		—			—			—			(0.83	)		(0.31	)		—			—			—			—
	(1.02	)		(0.60	)		(0.29	)		(0.45	)		(0.15	)		(0.99	)		(0.57	)		(0.30	)		(0.26	)		(0.59	)		(0.48	)
$	16.44		$	16.37		$	14.32		$	12.93		$	12.78		$	14.97		$	14.98		$	13.16		$	11.93		$	11.66		$	10.96
	6.93	%B		18.97	%		13.04	%		4.73	%		5.99	%B		6.83	%B		18.65	%		12.86	%		4.52	%		12.06	%		16.29	%
$	22,754		$	7,263		$	2,482		$	401		$	46		$	124,310		$	109,337		$	89,272		$	83,657		$	84,500		$	94,915
	0.67	%C		0.68	%		0.69	%		1.48	%		0.68	%C		0.91	%C		0.92	%		0.92	%		0.92	%		0.93	%		0.89	%
	0.67	%C		0.70	%		0.69	%		0.70	%		0.68	%C		0.91	%C		0.92	%		0.92	%		0.92	%		0.93	%		0.89	%
	2.24	%C		1.71	%		2.08	%		1.55	%		2.54	%C		2.15	%C		1.62	%		1.95	%		2.16	%		2.34	%		3.26	%
	2.24	%C		1.69	%		2.08	%		2.34	%		2.54	%C		2.15	%C		1.62	%		1.95	%		2.16	%		2.34	%		3.26	%
	15	%B		56	%		58	%		47	%		40	%D		15	%B		56	%		58	%		47	%		40	%		57	%

49

American Beacon Balanced Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Advisor Class
	Six Months Ended April 30, 2014				Year Ended October 31,
					2013				2012				2011				2010				2009
	(unaudited)
Net asset value, beginning of period		$	15.65			$	13.73			$	12.36			$	12.11			$	11.35			$	9.77
Income from investment operations:
Net investment income (loss)			0.05				(0.12	)			0.42				0.41				0.32				0.37
Net gains from investments (both realized and unrealized)			0.97				2.60				1.14				0.11				1.01				1.21
Total income from investment operations			1.02				2.48				1.56				0.52				1.33				1.58
Less distributions:
Dividends from net investment income			(0.18	)			(0.25	)			(0.19	)			(0.27	)			(0.57	)			—
Distributions from net realized gains			(0.83	)			(0.31	)			—				—				—				—
Total distributions			(1.01	)			(0.56	)			(0.19	)			(0.27	)			(0.57	)			—
Net asset value, end of period		$	15.66			$	15.65			$	13.73			$	12.36			$	12.11			$	11.35
Total return A			6.77	%B			18.52	%			12.62	%			4.33	%			11.96	%			16.17	%
Ratios and supplemental data:
Net assets, end of period (in thousands)		$	11,693			$	6,353			$	2,507			$	3,536			$	6,127			$	6,812
Ratios to average net assets:
Expenses, before reimbursements			1.07	%C			1.07	%			1.09	%			1.09	%			1.09	%			1.09	%
Expenses, net of reimbursements			1.07	%C			1.07	%			1.09	%			1.09	%			1.09	%			1.09	%
Net investment income, before reimbursements			2.00	%C			1.32	%			1.82	%			2.01	%			2.18	%			3.06	%
Net investment income, net of reimbursements			2.00	%C			1.32	%			1.82	%			2.01	%			2.18	%			3.06	%
Portfolio turnover rate			15	%B			56	%			58	%			47	%			40	%			57	%

^A Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^B Not annualized.

^C Annualized.

^D Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

50

American Beacon Balanced Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

A Class															C Class
Six Months Ended April 30, 2014			Year Ended October 31,									May 17 to Oct. 31, 2010			Six Months Ended April 30, 2014			Year Ended October 31,									Sept. 1 to Oct. 31, 2010
			2013			2012			2011									2013			2012			2011
(unaudited)															(unaudited)
$	14.97		$	13.16		$	12.06		$	11.94		$	11.50		$	15.13		$	13.33		$	12.13		$	11.92		$	11.32
	0.17			0.06			0.33			0.38			0.02			0.12			0.17			0.15			0.20			0.01
	0.80			2.30			1.17			0.14			0.43			0.81			2.11			1.29			0.22			0.59
	0.97			2.36			1.50			0.52			0.45			0.93			2.28			1.44			0.42			0.60
	(0.16	)		(0.24	)		(0.40	)		(0.40	)		(0.01	)		(0.12	)		(0.17	)		(0.24	)		(0.21	)		—
	(0.83	)		(0.31	)		—			—			—			(0.83	)		(0.31	)		—			—			—
	(0.99	)		(0.55	)		(0.40	)		(0.40	)		(0.01	)		(0.95	)		(0.48	)		(0.24	)		(0.21	)		—
$	14.95		$	14.97		$	13.16		$	12.06		$	11.94		$	15.11		$	15.13		$	13.33		$	12.13		$	11.92
	6.78	%B		18.45	%		12.65	%		4.37	%		3.90	%B		6.40	%B		17.50	%		11.86	%		3.56	%		5.33	%B
$	14,552		$	6,284		$	3,127		$	588		$	47		$	21,913		$	11,574		$	3,579		$	922		$	1
	1.08	%C		1.10	%		1.13	%		1.59	%		1.08	%C		1.83	%C		1.84	%		1.85	%		2.34	%		2.14	%C
	1.08	%C		1.10	%		1.09	%		1.10	%		1.08	%C		1.83	%C		1.85	%		1.83	%		1.82	%		1.86	%C
	1.99	%C		1.31	%		1.62	%		1.47	%		1.51	%C		1.11	%C		0.51	%		0.88	%		0.66	%		0.20	%C
	1.99	%C		1.30	%		1.66	%		1.95	%		1.51	%C		1.11	%C		0.50	%		0.90	%		1.18	%		0.48	%C
	15	%B		56	%		58	%		47	%		40	%D		15	%B		56	%		58	%		47	%		40	%D

51

American Beacon Balanced Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	AMR Class
	Six Months Ended April 30, 2014				Year Ended October 31,
					2013				2012				2011				2010				2009
	(unaudited)
Net asset value, beginning of period		$	15.44			$	13.54			$	12.27			$	12.02			$	11.31			$	10.19
Income from investment operations:
Net investment income			0.22				0.27				0.31				0.34				0.35				0.39
Net gains from investments (both realized and unrealized)			0.84				2.27				1.34				0.27				1.07				1.24
Total income from investment operations			1.06				2.54				1.65				0.61				1.42				1.63
Less distributions:
Dividends from net investment income			(0.21	)			(0.33	)			(0.38	)			(0.36	)			(0.71	)			(0.51	)
Distributions from net realized gains			(0.83	)			(0.31	)			—				—				—				—
Total distributions			(1.04	)			(0.64	)			(0.38	)			(0.36	)			(0.71	)			(0.51	)
Net asset value, end of period		$	15.46			$	15.44			$	13.54			$	12.27			$	12.02			$	11.31
Total return A			7.17	%B			19.32	%			13.55	%			5.09	%			12.84	%			16.95	%
Ratios and supplemental data:
Net assets, end of period (in thousands)		$	661,724			$	640,579			$	710,816			$	734,927			$	748,422			$	681,197
Ratios to average net assets:
Expenses, before reimbursements			0.32	%C			0.33	%			0.32	%			0.33	%			0.33	%			0.35	%
Expenses, net of reimbursements			0.32	%C			0.33	%			0.32	%			0.33	%			0.33	%			0.35	%
Net investment income, before reimbursements			2.78	%C			2.29	%			2.57	%			2.75	%			2.92	%			3.75	%
Net investment income, net of reimbursements			2.78	%C			2.29	%			2.57	%			2.75	%			2.92	%			3.75	%
Portfolio turnover rate			15	%B			56	%			58	%			47	%			40	%			57	%

^A Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^B  Not annualized.

^C  Annualized.

^D  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

52

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53

American Beacon Mid-Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended April 30, 2014			Year Ended October 31,
				2013			2012			2011A			2010			2009
	(unaudited)
Net asset value, beginning of period	$	14.33		$	10.95		$	9.73		$	9.27		$	7.57		$	5.94
Income from investment operations:
Net investment income (loss)		0.07			0.13			0.14			0.09			0.08			0.10
Net gains from investments (both realized and unrealized)		0.86			3.93			1.21			0.48			1.67			1.65
Total income from investment operations		0.93			4.06			1.35			0.57			1.75			1.75
Less distributions:
Dividends from net investment income		(0.11	)		(0.20	)		(0.13	)		(0.11	)		(0.05	)		(0.12	)
Distributions from net realized gains		(0.85	)		(0.48	)		—			—			—			—
Total distributions		(0.96	)		(0.68	)		(0.13	)		(0.11	)		(0.05	)		(0.12	)
Redemption fees added to beneficial interestsC		—			—			—			—			—			—
Net asset value, end of period	$	14.30		$	14.33		$	10.95		$	9.73		$	9.27		$	7.57
Total return D		6.77	%E		39.18	%		14.07	%		6.08	%		23.19	%		30.24	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	116,162		$	72,207		$	34,208		$	33,441		$	2,778		$	2,197
Ratios to average net assets:
Expenses, before reimbursements		0.93	%F		0.99	%		1.06	%		1.10	%		1.06	%		1.13	%
Expenses, net of reimbursements		0.93	%F		0.98	%		0.98	%		0.97	%		0.98	%		0.98	%
Net investment income (loss), before reimbursements		0.89	%F		1.05	%		1.17	%		0.91	%		0.90	%		1.14	%
Net investment income, net of reimbursements		0.89	%F		1.06	%		1.25	%		1.04	%		0.99	%		1.29	%
Portfolio turnover rate		13	%E		48	%		87	%		107	%		40	%		42	%

^A Lee Munder Capital Group, LLC was added as an investment manager to the Mid-Cap Value Fund on July 1, 2011.

^B Based on average shares outstanding.

^C Amounts represent less than $0.01 per share.

^D Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^E Not annualized.

^F Annualized.

^G Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

54

American Beacon Mid-Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class															Investor Class
Six Months Ended April 30, 2014			Year Ended October 31,									March 1 to Oct. 31, 2010			Six Months Ended April 30, 2014			Year Ended October 31,
			2013			2012			2011A									2013			2012			2011A			2010			2009
(unaudited)															(unaudited)
$	14.25		$	10.92		$	9.72		$	9.27		$	8.48		$	14.47		$	10.98		$	9.71		$	9.20		$	7.54		$	5.92
	0.12			0.17			0.13			0.08			0.06			0.13			0.23			0.34			(0.03	)B		0.06			0.07
	0.80			3.86			1.21			0.48			0.73			0.79			3.83			1.00			0.63			1.65			1.66
	0.92			4.03			1.34			0.56			0.79			0.92			4.06			1.34			0.60			1.71			1.73
	(0.11	)		(0.22	)		(0.14	)		(0.11	)		—			(0.10	)		(0.09	)		(0.07	)		(0.09	)		(0.05	)		(0.11	)
	(0.85	)		(0.48	)		��			—			—			(0.85	)		(0.48	)		—			—			—			—
	(0.96	)		(0.70	)		(0.14	)		(0.11	)		—			(0.95	)		(0.57	)		(0.07	)		(0.09	)		(0.05	)		(0.11	)
	—			—			—			—			—			—			—			—			—			—			—
$	14.21		$	14.25		$	10.92		$	9.72		$	9.27		$	14.44		$	14.47		$	10.98		$	9.71		$	9.20		$	7.54
	6.77	%E		38.99	%		13.97	%		5.98	%		9.32	%E		6.67	%E		38.69	%		13.84	%		6.49	%		22.77	%		29.93	%
$	16,906		$	2,814		$	516		$	52		$	1		$	83,123		$	17,871		$	4,157		$	1,812		$	35,223		$	23,369
	1.03	%F		1.11	%		1.28	%		11.62	%		1.05	%F		1.17	%F		1.25	%		1.44	%		1.32	%		1.27	%		1.34	%
	1.03	%F		1.08	%		1.06	%		1.06	%		1.01	%F		1.17	%F		1.23	%		1.23	%		1.23	%		1.23	%		1.23	%
	0.54	%F		0.79	%		0.82	%		(9.44	)%		0.93	%F		0.58	%F		0.68	%		0.75	%		1.33	%		0.70	%		0.87	%
	0.54	%F		0.82	%		1.03	%		1.12	%		0.97	%F		0.58	%F		0.70	%		0.96	%		1.42	%		0.75	%		0.98	%
	13	%E		48	%		87	%		107	%		40	%G		13	%E		48	%		87	%		107	%		40	%		42	%

55

American Beacon Mid-Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Advisor Class
	Six Months Ended April 30, 2014			Year Ended October 31,
				2013			2012			2011A			2010			2009
	(unaudited)
Net asset value, beginning of period	$	14.07		$	10.81		$	9.56		$	9.12		$	7.49		$	5.87
Income from investment operations:
Net investment income (loss)		0.07			0.11			0.05			0.07			0.07			0.15
Net gains from investments (both realized and unrealized)		0.80			3.83			1.23			0.45			1.61			1.60
Total income from investment operations		0.87			3.94			1.28			0.52			1.68			1.75
Less distributions:
Dividends from net investment income		(0.04	)		(0.20	)		(0.03	)		(0.08	)		(0.05	)		(0.13	)
Distributions from net realized gains		(0.85	)		(0.48	)		—			—			—			—
Total distributions		(0.89	)		(0.68	)		(0.03	)		(0.08	)		(0.05	)		(0.13	)
Redemption fees added to beneficial interestsB		—			—			—			—			—			—
Net asset value, end of period	$	14.05		$	14.07		$	10.81		$	9.56		$	9.12		$	7.49
Total return D		6.47	%E		38.43	%		13.44	%		5.65	%		22.53	%		30.64	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	2,045		$	728		$	465		$	37		$	78		$	7
Ratios to average net assets:
Expenses, before reimbursements		1.48	%F		1.61	%		1.99	%		1.98	%		1.55	%		1.58	%
Expenses, net of reimbursements		1.48	%F		1.49	%		1.48	%		1.49	%		1.44	%		1.50	%
Net investment income (loss), before reimbursements		0.21	%F		0.46	%		0.10	%		0.21	%		0.36	%		0.14	%
Net investment income (loss), net of reimbursements		0.21	%F		0.58	%		0.61	%		0.69	%		0.47	%		0.22	%
Portfolio turnover rate		13	%E		48	%		87	%		107	%		40	%		42	%

^A Lee Munder Capital Group, LLC was added as an investment manager to the Mid-Cap Value Fund on July 1, 2011.

^B Based on average shares outstanding.

^C Amounts represent less than $0.01 per share.

^D Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^E Not annualized.

^F Annualized.

^G Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

56

American Beacon Mid-Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

A Class															C Class
Six Months Ended April 30, 2014			Year Ended October 31,									May 17 to Oct. 31, 2010			Six Months Ended April 30, 2014			Year Ended October 31,									Sept. 1 to Oct. 31, 2010
			2013			2012			2011A									2013			2012			2011A
(unaudited)															(unaudited)
$	14.09		$	10.82		$	9.61		$	9.18		$	9.00		$	13.81		$	10.70		$	9.56		$	9.18		$	8.30
	0.08			0.14			0.09			0.11			0.01			0.08			0.11			0.06			0.05			(0.01	)
	0.79			3.80			1.20			0.40			0.17			0.74			3.67			1.15			0.38			0.89
	0.87			3.94			1.29			0.51			0.18			0.82			3.78			1.21			0.43			0.88
	(0.10	)		(0.19	)		(0.08	)		(0.08	)		—			(0.05	)		(0.19	)		(0.07	)		(0.05	)		—
	(0.85	)		(0.48	)		—			—			—			(0.85	)		(0.48	)		—			—			—
	(0.95	)		(0.67	)		(0.08	)		(0.08	)		—			(0.90	)		(0.67	)		—			—			—
	—			—			—			—			—			—			—			—			—			—
$	14.01		$	14.09		$	10.82		$	9.61		$	9.18		$	13.73		$	13.81		$	10.70		$	9.56		$	9.18
	6.49	%E		38.39	%		13.56	%		5.49	%		2.00	%E		6.18	%E		37.32	%		12.75	%		4.64	%		10.60	%E
$	11,027		$	1,667		$	264		$	101		$	18		$	3,195		$	905		$	254		$	22		$	1
	1.42	%F		1.48	%		1.61	%		3.44	%		1.51	%F		2.18	%F		2.25	%		2.46	%		19.14	%		3.20	%F
	1.42	%F		1.49	%		1.49	%		1.48	%		1.48	%F		2.18	%F		2.24	%		2.22	%		2.24	%		2.24	%F
	0.23	%F		0.44	%		0.56	%		(1.36	)%		0.44	%F		(0.42	)%F		(0.27	)%		(0.40	)%		(16.96	)%		(1.32	)%F
	0.23	%F		0.43	%		0.68	%		0.60	%		0.47	%F		(0.42	)%F		(0.26	)%		(0.15	)%		(0.06	)%		(0.36	)%F
	13	%E		48	%		87	%		107	%		40	%G		13	%E		48	%		87	%		107	%		40	%G

57

American Beacon Mid-Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	AMR Class
	Six Months Ended April 30, 2014				Year Ended October 31,
					2013				2012				2011A				2010				2009
	(unaudited)
Net asset value, beginning of period		$	14.35			$	10.96			$	9.73			$	9.27			$	7.59			$	5.97
Income from investment operations:
Net investment income			0.09				0.15				0.24				0.15				0.10				0.07
Net gains from investments (both realized and unrealized)			0.85				3.94				1.14				0.43				1.66				1.70
Total income from investment operations			0.94				4.09				1.38				0.58				1.76				1.77
Less distributions:
Dividends from net investment income			(0.13	)			(0.22	)			(0.15	)			(0.12	)			(0.08	)			(0.15	)
Distributions from net realized gains			(0.85	)			(0.48	)			—				—				—				—
Total distributions			(0.98	)			(0.70	)			—				—				—				—
Redemption fees added to beneficial interestsB			—				—				—				—				—				—
Net asset value, end of period		$	14.31			$	14.35			$	10.96			$	9.73			$	9.27			$	7.59
Total return D			6.87	%E			39.43	%			1434.00	%			6.20	%			22.80	%			30.56	%
Ratios and supplemental data:
Net assets, end of period (in thousands)		$	114,729			$	125,744			$	76,273			$	56,963			$	64,012			$	53,604
Ratios to average net assets:
Expenses, before reimbursements			0.68	%F			0.73	%			0.78	%			0.83	%			0.77	%			0.82	%
Expenses, net of reimbursements			0.68	%F			0.73	%			0.78	%			0.83	%			0.77	%			0.83	%
Net investment income, before reimbursements			1.22	%F			1.32	%			1.46	%			1.34	%			1.19	%			1.38	%
Net investment income, net of reimbursements			1.22	%F			1.32	%			1.46	%			1.34	%			1.19	%			1.38	%
Portfolio turnover rate			13	%E			48	%			87	%			107	%			40	%			42	%

^A Lee Munder Capital Group, LLC was added as an investment manager to the Mid-Cap Value Fund on July 1, 2011.

^B Based on average shares outstanding.

^C Amounts represent less than $0.01 per share.

^D Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^E Not annualized.

^F Annualized.

^G Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

58

American Beacon Small Cap Value II Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Y Class									Investor Class
	Six Months Ended April 30, 2014			Year Ended Oct. 31, 2013			Nov. 15 to Oct. 31, 2012A			Six Months Ended April 30, 2014			Year Ended Oct. 31, 2013			Nov. 15 to Oct. 31, 2012A
	(unaudited)									(unaudited)
Net asset value, beginning of period	$	14.08		$	10.70		$	10.00		$	14.00		$	10.67		$	10.00
Income from investment operations:
Net investment income (loss)		(0.01	)		0.04			0.04			(0.01	)		0.01			0.01
Net gains on investments (both realized and unrealized)		0.95			3.54			0.67			0.92			3.52			0.67
Total income from investment operations		0.94			3.58			0.71			0.91			3.53			0.68
Less distributions:
Dividends from net investment income		—			(0.05	)		(0.01	)		—			(0.05	)		(0.01	)
Distributions from net realized gains		(0.76	)		(0.15	)		—			(0.76	)		(0.15	)		—
Total distributions		(0.76	)		(0.20	)		(0.01	)		(0.76	)		(0.20	)		(0.01	)
Net asset value, end of period	$	14.26		$	14.08		$	10.70		$	14.15		$	14.00		$	10.67
Total return B		6.82	%C		33.93	%		7.10	%C		6.64	%C		33.55	%		6.82	%C
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	5,818		$	2,268		$	1,693		$	2,453		$	2,364		$	1,640
Ratios to average net assets:
Expenses, before reimbursements		1.90	%D		2.82	%		4.44	%D		2.17	%D		3.11	%		4.80	%D
Expenses, net of reimbursements		1.09	%D		1.09	%		1.06	%D		1.37	%D		1.37	%		1.33	%D
Net investment (loss), before reimbursements		(0.70	)%D		(1.38	)%		(3.03	)%D		(0.89	)%D		(1.68	)%		(3.39	)%D
Net investment income (loss), net of reimbursements		0.12	%D		0.35	%		0.35	%D		(0.08	)%D		0.06	%		0.08	%D
Portfolio turnover rate		31	%C		71	%		82	%E		31	%C		71	%		82	%E

^A November 15, 2011 is the inception date of the Small Cap Value II Fund.

^B Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C Not annualized.

^D  Annualized.

^E Portfolio turnover rate is for the period from November 15, 2011 through October 31, 2012.

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Delivery of Documents

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www.americanbeaconfunds.com

If you invest in the Fund through a financial institution, you may be able to receive the Fund’s regulatory mailings, such as the Prospectus, Annual Report and Semi-Annual Report, by e-mail. If you are interested in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.

To obtain more information about the Fund:

By E-mail: american_beacon.funds@ambeacon.com	On the Internet: Visit our website at www.americanbeaconfunds.com

By Telephone: Institutional, Y, Investor, and Advisor Classes Call (800) 658-5811 AMR ClassSM Call (800) 345-2345	By Mail: American Beacon Funds P.O. Box 219643 Kansas City, MO 64121-9643

Availability of Quarterly Portfolio Schedules   In addition to the Schedule of Investments provided in each semi-annual and annual report, the Fund files a complete schedule of its portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-Q as of the first and third fiscal quarters. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling (202) 551-8090. A complete schedule of the Fund’s portfolio holdings is also available at www.americanbeaconfunds.com approximately twenty days after the end of each month. Availability of Proxy Voting Policy and Records   A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available in the Fund’s Statement of Additional Information, is available free of charge on the Fund’s website www.americanbeaconfunds.com and by calling 1-800-967-9009 or by accessing the SEC’s website at www.sec.gov. The Fund’s proxy voting record for the most recent year ended June 30 is filed annually with the SEC on Form N-PX. The Fund’s Forms N-PX are available on the SEC’s website at www.sec.gov. The Fund’s proxy voting record may also be obtained by calling 1-800-967-9009.

Fund Service Providers:

CUSTODIAN State Street Bank and Trust Boston, Massachusetts TRANSFER AGENT Boston Financial Data Services Kansas City, Missouri INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP Dallas, Texas DISTRIBUTOR Foreside Fund Services, LLC Portland, Maine

This report is prepared for shareholders of the American Beacon Funds and may be distributed to others only if preceded or accompanied by a current Prospectus or Summary Prospectus.

American Beacon Funds, American Beacon Balanced Fund, American Beacon Mid-Cap Value Fund, and American Beacon Small Cap Value II Fund are service marks of American Beacon Advisors, Inc.

SAR 04/14

About American Beacon Advisors

Since 1986, American Beacon Advisors has offered a variety of products and investment advisory services to numerous institutional and retail clients, including a variety of mutual funds, corporate cash management, and separate account management.

Our clients include defined benefit plans, defined contribution plans, foundations, endowments, corporations, financial planners, and other institutional investors. With American Beacon Advisors, you can put the experience of a multi-billion dollar asset management firm to work for your company.

Contents

President’s Message	1
Performance Overviews	2
Schedules of Investments:
High Yield Bond Fund	12
Retirement Income and Appreciation Fund	24
Intermediate Bond Fund	31
Short-Term Bond Fund	40
Financial Statements	42
Notes to the Financial Statements	47
Financial Highlights	64
Additional Information	Back Cover

Investing in debt securities entails interest rate risk which is the risk that debt securities will decrease in value with increases in market interest rates. Investing in foreign securities entails additional risk not associated with domestic securities, such as currency fluctuations, economic and political instability and differences in accounting standards. Credit risk is the risk that the issuer of a bond will fail to make timely payment of interest or principal; and the decline in an issuer’s credit rating can cause the price of its bonds to go down.

S&P credit ratings for long-term obligations (or issuers thereof) are AAA, AA, A, BBB, BB, B, CCC, CC, C and D in decreasing order. For example, obligations rated AAA are judged to be of the highest quality, BBB to be of medium grade, CCC are judged to be speculative and obligations rated D are in default. Obligations rated in one of the four highest categories are considered to be investment grade while all other ratings are considered non-investment grade.

This may contain information obtained from third parties, including ratings from credit ratings agencies such as Standard & Poor’s. Reproduction and distribution of third-party content in any form is prohibited except with the prior written permission of the related third party. Third-party content providers do not guarantee the accuracy, completeness, timeliness or availability of any information, including ratings, and are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or for the results obtained from the use of such content. THIRD-PARTY CONTENT PROVIDERS GIVE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. THIRD-PARTY CONTENT PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, COMPENSATORY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES, LEGAL FEES OR LOSSES (INCLUDING LOST INCOME OR PROFITS AND OPPORTUNITY COSTS OR LOSSES CAUSED BY NEGLIGENCE) IN CONNECTION WITH ANY USE OF THEIR CONTENT, INCLUDING RATINGS. Credit ratings are statements of opinions and are not statements of fact or recommendations to purchase, hold or sell securities. They do not address the suitability of securities or the suitability of securities for investment purposes and should not be relied on as investment advice.

Any opinions herein, including forecasts, reflect our judgment as of the end of the reporting period and are subject to change. Each advisor’s strategies and each Fund’s portfolio composition will change depending on economic and market conditions. This report is not a complete analysis of market conditions and therefore, should not be relied upon as investment advice. Although economic and market information has been compiled from reliable sources, American Beacon Advisors, Inc. makes no representation as to the completeness or accuracy of the statements contained herein.

American Beacon Funds April 30, 2014

Dear Shareholders, A year ago, when the U.S. Federal Reserve Bank first announced plans to taper its monthly bond purchases, the decision sent shock waves throughout the fixed-income market. But now that the Fed has actually started to taper those purchases, bond investors have been taking them in stride, and the effects on the overall market have been fairly small. When the reduction in asset purchases began in January, right in the middle of the period under review, bond prices didn’t seem to feel any immediate effects – perhaps because the diminished asset purchases had already been priced into the market. At the same time, weak economic data in the U.S. and turmoil in emerging markets sent investors heading for the safe haven of U.S. Treasuries. The benchmark 10-year Treasury note

hasn’t moved much since the summer of 2013 and spent the first quarter of 2014 largely within the trading range it has inhabited since then.

The lower U.S. Treasury yields also had a positive effect on the corporate bond market, as measured by the Barclays U.S. Aggregate Index. For the six months under review, the Barclays Agg advanced 1.74%. After a difficult 2013, in which the Barclays Agg lost ground for only the third time in its history, that was welcome news for fixed-income investors.

For high-yield investors, the news was even better. The JPMorgan Global High-Yield Index rose by 4.74% for the six months under review.

In such a landscape, with investors benefiting from many different areas of the fixed-income market, American Beacon is proud to offer an array of bond funds. For the six months ended April 30, 2014:

• The American Beacon High Yield Bond Fund (Investor Class) returned 4.68%.

• The American Beacon Retirement Income and Appreciation Fund (Investor Class) returned 2.76%.

• The American Beacon Intermediate Bond Fund (Investor Class) returned 1.36%.

• The American Beacon Short-Term Bond Fund (Investor Class) returned 0.50%.

Thank you for your continued investment in the American Beacon Funds. For additional information about the Funds or to access your account information, please visit our website at www.americanbeaconfunds.com.

Best Regards,

Gene L. Needles, Jr.

President

American Beacon Funds

1

American Beacon High Yield Bond Fund^SM

Performance Overview

April 30, 2014 (Unaudited)

The Investor Class of the High Yield Bond Fund (the “Fund”) returned 4.68% for the six months ended April 30, 2014 and performed in-line with the JPMorgan Global High-Yield Index (the “Index”) return of 4.74%.

Total Returns for the Period ended 4/30/14

	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,7)		4.71	%		6.34	%		14.45	%		7.19	%
Y Class (1,2,7)		4.65	%		6.11	%		14.26	%		7.10	%
Investor Class (1,7)		4.68	%		6.10	%		14.20	%		6.94	%
A Class with sales charge (1,4,7)		-0.26	%		1.06	%		13.13	%		6.45	%
A Class without sales charge (1,4,7)		4.66	%		6.08	%		14.23	%		6.96	%
C Class with sales charge (1,5,7)		3.19	%		4.18	%		13.53	%		6.63	%
C Class without sales charge (1,5,7)		4.19	%		5.18	%		13.53	%		6.63	%
AMR Class (1,3,7)		4.89	%		6.56	%		14.77	%		7.39	%
JPMorgan Global High-Yield Index (6)		4.74	%		6.34	%		16.29	%		8.95	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares. A portion of the fees charged to the Institutional Class of the Fund was waived through 2004 and in 2013. Performance prior to waiving fees was lower than the actual returns shown through 2004 and in 2013. A portion of the fees charged to the Investor Class of the Fund has been waived since 2013. Performance prior to waiving fees was lower than the actual returns shown since 2013.

2. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/04 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/04. A portion of the fees charged to the Y Class of the Fund has been waived since 2011. Performance prior to waiving fees was lower than the actual returns shown since 2011.

3. Fund performance for the ten-year period represents the returns achieved by the Institutional Class from 4/30/04 up to 9/4/07, the inception date of the AMR Class, and the returns of the AMR Class since its inception. Expenses of the AMR Class are lower than those of the Institutional Class. As a result, total returns shown may be lower than they would have been had the AMR Class been in existence since 4/30/04.

4. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/04 up to 5/17/10, the inception date of the A

Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/04. A portion of the fees charged to the A Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual return shown since 2010. The maximum sales charge for A Class is 4.75%.

5. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/04 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/04. A portion of the fees charged to the C Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum contingent deferred sales charge for C Class is 1.00% for shares redeemed within one year of the date of purchase.

6. The JPMorgan Global High-Yield Index (“JPMorgan Index”) is an unmanaged index of fixed income securities with a maximum credit rating of BB+ or Ba1. Issues must be publicly registered or issued under Rule 144A under the Securities Act of 1933, with a minimum issue size of $75 million (par amount). A maximum of two issues per issuer are included in the JPMorgan Index. Convertible bonds, preferred stock, and floating-rate bonds are excluded from the JPMorgan Index. One cannot directly invest in an index.

7. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, A, C, and AMR Class shares was 0.92%, 1.03%, 1.14%, 1.39%, 2.13%, and 0.62%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

The Fund’s relative returns versus the Index were aided by positive security selection among the various economic sectors and credit quality categories; however, overweight and underweight positioning detracted from benefits gained through strong security selection.

From a sector issue selection standpoint, issue selections in the Finance, Manufacturing and Service sectors had a positive impact on the Fund’s relative returns. The Fund’s holdings within these categories outpaced those within the Index in addition to outperforming the overall high yield market.

                From a sector allocation perspective, the Fund was hindered by its cash allocation. The Index does not have an allocation to cash and given the strong absolute returns generated by the high yield market over the period, maintaining an allocation to cash had a negative impact. The Fund’s

2

American Beacon High Yield Bond Fund^SM

Performance Overview

April 30, 2014 (Unaudited)

underweights and overweights to the remaining sectors had a minimal impact on relative returns.

From a credit quality perspective, issue selections in the B-rated and BB-rated credit groups contributed to performance.

From a credit quality allocation perspective, the Fund’s small allocation to securities outside of the traditional high yield credit rating categories such as cash and below C-rated securities detracted from returns. However, underweighting the BB-rated credit group and overweighting the CCC-rated credit group (up 4.1% and 5.8%, respectively, in the Index) provided a boost to the Fund’s relative performance.

The sub-advisors’ “bottom-up,” research intensive investment process, which focuses on companies with strong cash flow and fundamental credit strength, remains in place.

Top Ten Holdings (% Net Assets)

Clear Channel Communications, Inc., 9.00%, Due 3/1/2021	0.7
E*Trade Financial Corp., 6.375%, Due 11/15/2019	0.7
Ally Financial, Inc., 7.50%, Due 9/15/2020	0.6
Nuveen Investments, Inc., 9.50%, Due 10/15/2020, 144A	0.6
Radio One, Inc., 9.25%, Due 2/15/2020, 144A	0.6
Clear Channel Worldwide Holdings, Inc., 7.625%, Due 3/15/2020	0.6
Cumulus Media Holdings, Inc., 7.75%, Due 5/1/2019	0.5
Sabine Pass Liquefaction LLC, 5.625%, Due 2/1/2021	0.5
Chaparral Energy, Inc., 7.625%, Due 11/15/2022	0.5
ArcelorMittal, 6.00%, Due 3/1/2021	0.5
Total Fund Holdings	520

Sector Weightings (% Fixed Income)

Service	28.2
Manufacturing	21.0
Energy	18.9
Telecommunications	10.8
Finance	10.6
Consumer	4.5
Utilities	2.9
Transportation	2.2
Equity	0.7
Convertible Obligations	0.2

Investing in high yield securities involves additional risks when compared to investing in investment-grade securities. These include a greater risk of default or bankruptcy and an increased sensitivity to financial difficulties or changes in interest rates. The Fund invests in small and/or mid-sized companies, which involves additional risks such as limited liquidity and greater volatility than larger companies.

3

American Beacon Retirement Income and Appreciation Fund^SM

Performance Overview

April 30, 2014 (Unaudited)

The Investor Class of the Retirement Income and Appreciation Fund (the “Fund”) returned 2.76% for the six months ended April 30, 2014. Its blended benchmark, consisting of 75% of the Barclays Capital Aggregate Index (the “Aggregate Index”) and 25% of the BofA Merrill Lynch All U.S. Convertibles Index (the “ML Index”) (combined, the “Retirement Income and Appreciation Composite Index”), returned 3.35%.

Total Returns for the Period ended 4/30/14

	6 Months*			1 Year			5 Years			10 Years
Y Class (1,2,7)		2.88	%		3.64	%		6.87	%		4.99	%
Investor Class (1,7)		2.76	%		3.35	%		6.65	%		4.88	%
A Class with sales charge (1,3,7)		-0.36	%		0.19	%		5.61	%		4.36	%
A Class without sales charge (1,3,7)		2.70	%		3.27	%		6.64	%		4.87	%
C Class with sales charge (1,4,7)		1.31	%		1.38	%		5.98	%		4.55	%
C Class without sales charge (1,4,7)		2.31	%		2.38	%		5.98	%		4.55	%
Retirement Income and Appreciation Composite Index (6)		3.35	%		4.32	%		7.93	%		5.44	%
Barclays Capital Aggregrate Index (5)		1.74	%		-0.26	%		4.88	%		4.83	%
BofA Merrill Lynch All U.S. Convertibles Index (5)		8.23	%		19.04	%		17.07	%		7.39	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.

2. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/04 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are lower than those of the Investor Class. As a result, total returns shown may be lower than they would have been had the Y Class been in existence since 4/30/04. A portion of the fees charged to the Y Class has been waived since 2011. Performance prior to waiving fees was lower than the actual returns shown since 2011.

3. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/04 up to 5/17/10, the inception date of the A Class and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in

existence since 4/30/04. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum sales charge for A Class is 2.50%. A portion of the fees charged to the A Class has been waived since 2010.

4. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/04 up to 9/1/10, the inception date of the C Class and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/04. A portion of the fees charged to the C Class has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum contingent deferred sales charge for the C Class is 1.00% for shares redeemed within one year of the date of purchase.

5. The Barclays Capital Aggregate Index represents returns of the Barclays Capital Gov./Credit Intermediate Index (“Intermediate Index”) up to October 31, 2006 and the Barclays Capital Aggregate Index (“Aggregate Index”) thereafter. The Intermediate Index is an unmanaged index of investment grade corporate and government debt issues with maturities between one and ten years. The Aggregate Index is a market value weighted index of government, corporate, mortgage-backed and asset-backed fixed-rate debt securities of all maturities. The BofA Merrill Lynch All U.S. Convertibles Index is an unmanaged index of domestic securities of all quality grades that are convertible into U.S. dollar-denominated common stock, ADRs or cash equivalents. One cannot directly invest in an index.

6. To reflect the Fund’s allocation of its assets between investment grade fixed-income securities and convertible securities, the returns of the Barclays Capital Aggregate Index and the BofA Merrill Lynch All U.S. Convertibles Index have been combined in a 75%/25% proportion.

7. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Y, Investor, A and C Class shares was 0.84%, 1.12%, 1.24% and 2.00%, respectively. The expense ratio above may vary from the expense ratio presented in other sections of this report that is based on expenses incurred during the period covered by this report.

Approximately 75% of the Fund’s assets are allocated to American Beacon Advisors, Inc. (the “Manager”) and are primarily invested in income-producing, short- and intermediate-term investment grade bonds. The remaining 25% of the assets are managed by a sub-advisor that invests in securities including convertible and high yield bonds, convertible preferred stock, and equities in order to try to enhance the overall return of the Fund.

                During the six-month period, the investment grade portion of the Fund returned 2.3% before expenses, outperforming the 1.7% return for the Aggregate Index. This segment of the Fund’s

4

American Beacon Retirement Income and Appreciation Fund^SM

Performance Overview

April 30, 2014 (Unaudited)

outperformance is attributable to a combination of favorable sector and credit quality allocations.

During the period, the overweight allocation to the Financial sector enhanced relative returns. The Fund also benefited from an underweight in U.S. Treasuries and Mortgage Backed Securities. Individual security selection in Financials and Commercial Mortgage Backed Securities partially offset these gains.

Sector positioning and security selection in various credit quality categories aided returns relative to the benchmark. During the period, the Fund’s strategy of overweighting BBB- and A-rated bonds and underweighting AA-rated bonds increased the total return. The AA-securities held by the Fund also outperformed the broader Index. This outperformance was partially offset by weaker returns on individual A-rated bonds.

The remaining portion of the Fund, managed by the Fund’s sub-advisor, returned 5.6% before expenses. These results trailed the 8.2% return of the ML Index. This segment’s underperformance is attributable to a combination of less favorable security selection across credit quality categories and sectors.

Within the ML Index, securities with lower credit ratings generally outperformed higher rated securities during the period. The sub-advised portion of the Fund was underweight below-investment grade securities and this contributed to the underperformance relative to the ML Index. Additionally, weak security selection in the Financial, Industrials, and Information Technology sectors hindered relative returns.

The Manager and the Fund’s sub-advisor remain focused on the Fund’s investment objectives of generating income and capital appreciation.

Top Ten Holdings (% Net Assets)

Ginnie Mae REMIC Trust, 3.200%, Due 11/16/2044	3.3
Ginnie Mae REMIC Trust, 2.170%, Due 4/16/2041	3.0
Freddie Mac Gold Pool, 3.50%, Due 6/1/2042	2.4
Ginnie Mae REMIC Trust, 1.450%, Due 4/16/2039	2.1
Fannie Mae Pool, 5.00%, Due 1/1/2041	1.8
National Credit Union Administration, 0.625%, Due 3/11/2020	1.6
ING Bank N.V., 3.750%, Due 3/7/2017, 144A	1.3
Goldman Sachs Group, Inc., 6.000%, Due 6/15/2020	1.1
Freddie Mac Gold Pool, 4.00%, Due 1/1/2041	1.1
Bank of America Corp., 4.125%, Due 1/22/2024	1.1
Total Fund Holdings	227

Sector Weightings (% Fixed Income)

Finance	20.6
Manufacturing	14.6
CMBS	14.1
Mortgage-Backed Obligations	13.3
U.S. Treasury Notes/Bonds	12.9
Service	10.5
Telecommunications	3.5
Energy	2.8
Transportation	2.1
Utilities	2.1
Asset-Backed Obligations	1.8
Consumer	1.4
Information Technology	0.3

Sector Weightings (% Equity)

Financials	21.9
Finance	17.7
Manufacturing	15.7
Energy	13.3
Industrials	7.5
Information Technology	7.3
Consumer Discretionary	5.7
Health Care	4.0
Utilities	3.5
Transportation	3.4

5

American Beacon Intermediate Bond Fund^SM

Performance Overview

April 30, 2014 (Unaudited)

The Investor Class of the Intermediate Bond Fund (the “Fund”) returned 1.36% net of expenses for the six months ended April 30, 2014, trailing the Barclays Capital Aggregate Index (the “Index”) return of 1.74%.

Total Returns for the Period ended 4/30/14

	6 Months*			1 Year			5 Years			10 Years
Institutional Class(1,7)		1.56	%		-0.24	%		4.92	%		4.87	%
Y Class (1,2,7)		1.33	%		-0.69	%		4.73	%		4.77	%
Investor Class (1,3,7)		1.36	%		-0.66	%		4.43	%		4.61	%
A Class with sales charge (1,4,7)		-3.54	%		-5.58	%		3.26	%		4.03	%
A Class without sales charge (1,4,7)		1.24	%		-0.88	%		4.27	%		4.54	%
C Class with sales charge (1,5,7)		-0.15	%		-2.63	%		3.71	%		4.25	%
C Class without sales charge (1,5,7)		0.85	%		-1.63	%		3.71	%		4.25	%
Barclays Capital Agg. Index (6)		1.74	%		-0.26	%		4.88	%		4.83	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.

2. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/04 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/04. A portion of the fees charged to the Y Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010.

3. Fund performance for the ten-year period represents the returns achieved by the Institutional Class from 4/30/04 up to 3/2/09, the inception date of the Investor Class, and the returns of the Investor Class since its inception. Expenses of the Investor Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Investor Class been in existence since 4/30/04. A portion of the fees charged to the Investor Class of the Fund has been waived since 2009. Performance prior to waiving fees was lower than the actual returns shown since 2009.

4. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/04 through 3/2/09, the Investor Class from 3/2/09 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Institutional and Investor Classes. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/04. A portion of the fees charged to the A Class of the Fund has been waived since 2010. Performance prior

to waiving fees was lower than the actual returns shown since 2010. The maximum sales charge for A Class is 4.75%.

5. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/04 through 3/2/09, the Investor Class from 3/2/09 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Institutional and Investor Classes. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/04. A portion of the fees charged to the C Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum contingent deferred sales charge is 1.00% for shares redeemed within one year of the date of purchase.

6. The Barclays Capital Aggregate Index is a market value weighted index of government, corporate, mortgage-backed and asset-backed fixed-rate debt securities of all maturities. One cannot directly invest in an index.

7. The total annual Fund operating expense ratios set forth in the most recent Fund prospectus for the Institutional, Y, Investor, A and C Class shares was 0.33%, 0.67%, 0.87%, 1.11%, and 1.94%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that is based on expenses incurred during the period covered by this report.

The Fund’s underperformance is primarily attributed to Fund expenses, as weak security selection across sectors and credit quality was offset by positive positioning in credit quality categories and sectors.

During the period, an overweight allocation to the Finance sector and an underweight of Treasuries generated positive excess returns relative to the Index. Despite this outperformance, the Fund’s return was moderated by the underperformance of its holdings within the Manufacturing and Finance sectors.

The Fund’s overweight to bonds rated A by Standard and Poor’s and underweight of AA-rated bonds added to the total return; however, some of the benefit was offset by security selection in the A-rated category.

The duration profile of the Fund was slightly shorter than the Index over the period. The security selection in the 1-3 and 5-7 year duration buckets added to the return, which was partially offset by the underweight to the 10-30 year bucket.

The Fund’s investment managers remain focused on a conservative approach toward

6

American Beacon Intermediate Bond Fund^SM

Performance Overview

April 30, 2014 (Unaudited)

investing in the bond market and on issuer-specific opportunities.

Top Ten Holdings (% Net Assets)

Ginnie Mae REMIC Trust, 2.17%, Due 4/16/2041	1.4
Fannie Mae Pool, 4.50%, Due 4/1/2041	1.2
Fannie Mae Pool, 4.00%, Due 12/1/2040	1.0
Ally Master Owner Trust, 1.21%, Due 6/15/2017	0.9
Freddie Mac Gold Pool, 3.50%, Due 6/1/2042	0.9
Ginnie Mae REMIC Trust, 1.732%, Due 5/16/2042	0.8
Bear Stearns Cos. LLC, 7.25%, Due 2/1/2018	0.8
Fannie Mae Pool, 3.50%, Due 1/1/2028	0.8
Freddie Mac Gold Pool, 3.50%, Due 9/1/2028	0.8
Fannie Mae Pool, 5.00%, Due 5/1/2040	0.8
Total Fund Holdings	381

Sector Weightings (% Fixed Income)

U.S. Treasury Notes/Bonds	27.8
Finance	18.3
Mortgage-Backed Obligations	17.9
CMBS	9.0
Manufacturing	7.2
Service	5.0
Asset-Backed Obligations	4.4
Energy	3.9
Telecommunications	2.7
Utilities	2.2
Consumer	0.8
Transportation	0.8

Duration is a measure of price sensitivity relative to changes in interest rates.

7

American Beacon Short-Term Bond Fund^SM

Performance Overview

April 30, 2014 (Unaudited)

The Investor Class of the Short-Term Bond Fund (the “Fund”) returned 0.50% for the six-month period ended April 30, 2014, which outperformed the BofA Merrill Lynch 1-3 Year Gov/Corp Index (the “Index”) return of 0.42%.

Total Returns for the Period ended 4/30/14

	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,6)		0.69	%		0.67	%		2.26	%		2.88	%
Y Class (1,2,6)		0.45	%		0.30	%		2.13	%		2.82	%
Investor Class (1,6)		0.50	%		0.27	%		1.87	%		2.43	%
A Class with sales charge (1,3,6)		-2.00	%		-2.13	%		1.30	%		2.14	%
A Class without sales charge (1,3,6)		0.48	%		0.33	%		1.81	%		2.40	%
C Class with sales charge (1,4,6)		-1.00	%		-1.51	%		1.27	%		2.13	%
C Class without sales charge (1,4,6)		0.00	%		-0.51	%		1.27	%		2.13	%
BofA Merrill Lynch 1-3 Yr. Gov./Corp. Index (5)		0.42	%		0.74	%		1.96	%		2.93	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares. A portion of the fees charged to the Investor Class of the Fund has been waived since 2005. Performance prior to waiving fees was lower than the actual returns shown since 2005.

2. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/04 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/04. A portion of the fees charged to the Y Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010.

3. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/04 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/04. A portion of the fees charged to the A Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum sales charge for A Class is 2.50%.

4. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/04 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be

higher than they would have been had the C Class been in existence since 4/30/04. A portion of the fees charged to the C Class of the Fund has been waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum contingent deferred sales charge is 1.00% for shares redeemed within one year of the date of purchase.

5. The BofA Merrill Lynch 1-3 Yr. Gov./Corp. Index is a market value weighted performance benchmark for government and corporate fixed-rate debt securities with maturities between one and three years. One cannot directly invest in an index.

6. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, A and C Class shares was 0.38%, 0.72%, 0.90%, 1.13%, and 1.89%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

The Fund held overweight positions in the major credit sectors, including investment-grade Corporates and Asset-Backeds, which outperformed as the economy improved, albeit slowly. The Fund was also overweight Agency Mortgage-Backed securities which outperformed as spreads narrowed in response to investor demand for yield.

The Fund’s duration position also helped performance as interest rates rose slightly at the short end of the yield curve. The Fund’s average duration of 1.0 was shorter than the Index duration of 1.9. While the Fund earned slightly less income, given its shorter duration, the decline in prices from rising interest rates had a greater impact on the Index than the Fund.

Given the unusually low levels of interest rates, we have maintained a short duration to protect the Fund from an ultimate rise in rates. Although a significant rate increase does not appear to be imminent, the absolute low level of yields warrants a more defensive approach toward duration overall.

Given the macroeconomic backdrop, we will continue to look for opportunity in this low interest rate environment and strive to protect the Fund from volatility across the globe. We will maintain our conservative approach toward credit risk and seek to outperform over the long term on a risk-adjusted basis.

8

American Beacon Short-Term Bond Fund^SM

Performance Overview

April 30, 2014 (Unaudited)

Top Ten Holdings (% Net Assets)

National Credit Union Administration, 0.625%, Due 3/11/2020	3.2
National Credit Union Administration, 0.632%, Due 1/8/2020	3.2
Bank America Corp., 3.625%, Due 3/17/2016	2.5
Capital Auto Receivables Asset Trust 2013-1, 0.920%, Due 9/20/2016	2.4
Nissan Master Owner Trust Receivables, 0.503%, Due 2/15/2018	2.4
AT&T, Inc., 1.146%, Due 11/27/2018	2.1
Morgan Stanley, 3.450%, Due 11/2/2015	2.1
General Electric Capital Corp., 1.500%, Due 7/12/2016	2.1
Nissan Motor Acceptance Corp., 0.946%, Due 9/26/2016, 144A	2.1
AbbVie, Inc., 1.200%, Due 11/6/2015	2.1
Total Fund Holdings	69

Sector Weightings (% Fixed Income)

Asset-Backed Obligations	25.2
U.S. Treasury Notes/Bonds	22.4
Finance	18.2
CMBS	10.4
Manufacturing	9.6
Service	5.7
Telecommunications	4.3
Consumer	3.5
Transportation	0.7

Duration is a measure of price sensitivity relative to changes in interest rates.

9

American Beacon Funds^SM

Fund Expenses

April 30, 2014 (Unaudited)

Fund Expense Example

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption fees if applicable, and (2) ongoing costs, including management fees, administrative service fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in a particular Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2013 through April 30, 2014.

Actual Expenses

The following tables provide information about actual account values and actual expenses. You may use the information on this page, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the “Expenses Paid During Period” for the applicable Fund to estimate the expenses you paid on your account during this period. Shareholders that invest in a Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

Hypothetical Example for Comparison Purposes

The following tables provide information about hypothetical account values and hypothetical expenses based on a Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in a particular Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. Shareholders that invest in a Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by a Fund, such as sales charges (loads) or redemption fees as applicable. Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the following tables are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

10

American Beacon Funds^SM

Fund Expenses

April 30, 2014 (Unaudited)

High Yield Bond Fund

	Beginning Account Value 11/1/13		Ending Account Value 4/30/14		Expenses Paid During Period* 11/1/13 - 4/30/14
Institutional Class
Actual	$	1,000.00	$	1,047.14	$	4.37
Hypothetical **	$	1,000.00	$	1,020.53	$	4.31
Y Class
Actual	$	1,000.00	$	1,046.50	$	4.77
Hypothetical **	$	1,000.00	$	1,020.13	$	4.71
Investor Class
Actual	$	1,000.00	$	1,046.78	$	5.53
Hypothetical **	$	1,000.00	$	1,019.39	$	5.46
A Class
Actual	$	1,000.00	$	1,046.64	$	5.68
Hypothetical **	$	1,000.00	$	1,019.24	$	5.61
AMR Class
Actual	$	1,000.00	$	1,048.94	$	2.95
Hypothetical **	$	1,000.00	$	1,021.92	$	2.91
C Class
Actual	$	1,000.00	$	1,041.90	$	9.47
Hypothetical **	$	1,000.00	$	1,015.52	$	9.35

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.86%, 0.94%, 1.09%, 1.12%, 1.87%, and 0.58% for the Institutional, Y, Investor, A, C, and AMR Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

Retirement Income and Appreciation Fund

	Beginning Account Value 11/1/13		Ending Account Value 4/30/14		Expenses Paid During Period* 11/1/13 - 4/30/14
Y Class
Actual	$	1,000.00	$	1,028.82	$	4.02
Hypothetical **	$	1,000.00	$	1,020.83	$	4.01
Investor Class
Actual	$	1,000.00	$	1,027.62	$	5.68
Hypothetical **	$	1,000.00	$	1,019.19	$	5.66
A Class
Actual	$	1,000.00	$	1,026.96	$	5.73
Hypothetical **	$	1,000.00	$	1,019.14	$	5.71
C Class
Actual	$	1,000.00	$	1,023.12	$	9.83
Hypothetical **	$	1,000.00	$	1,015.08	$	9.79

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.80%, 1.13%, 1.14%, and 1.96% for the Y, Investor, A, and C Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

Intermediate Bond Fund

	Beginning Account Value 11/1/13		Ending Account Value 4/30/14		Expenses Paid During Period* 11/1/13 - 4/30/14
Institutional Class
Actual	$	1,000.00	$	1,015.57	$	1.65
Hypothetical **	$	1,000.00	$	1,023.16	$	1.66
Y Class
Actual	$	1,000.00	$	1,013.34	$	3.24
Hypothetical **	$	1,000.00	$	1,021.57	$	3.26
Investor Class
Actual	$	1,000.00	$	1,013.60	$	3.94
Hypothetical **	$	1,000.00	$	1,020.88	$	3.96
A Class
Actual	$	1,000.00	$	1,012.38	$	4.94
Hypothetical **	$	1,000.00	$	1,019.89	$	4.96
C Class
Actual	$	1,000.00	$	1,008.53	$	8.67
Hypothetical **	$	1,000.00	$	1,016.17	$	8.70

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.33%, 0.65%, 0.79%, 0.99%, and 1.74% for the Institutional, Y, Investor, A, and C Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

Short-Term Bond Fund

	Beginning Account Value 11/1/13		Ending Account Value 4/30/14		Expenses Paid During Period* 11/1/13 - 4/30/14
Institutional Class
Actual	$	1,000.00	$	1,006.94	$	1.89
Hypothetical **	$	1,000.00	$	1,022.91	$	1.91
Y Class
Actual	$	1,000.00	$	1,004.50	$	3.18
Hypothetical **	$	1,000.00	$	1,021.62	$	3.21
Investor Class
Actual	$	1,000.00	$	1,004.98	$	3.93
Hypothetical **	$	1,000.00	$	1,020.88	$	3.96
A Class
Actual	$	1,000.00	$	1,004.75	$	4.23
Hypothetical **	$	1,000.00	$	1,020.58	$	4.26
C Class
Actual	$	1,000.00	$	1,000.04	$	7.64
Hypothetical **	$	1,000.00	$	1,017.16	$	7.70

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.38%, 0.64%, 0.79%, 0.85%, and 1.54% for the Institutional, Y, Investor, A, and C Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

11

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
CONVERTIBLE PREFERRED STOCKS - 0.03% (Cost $68)
TRANSPORTATION- 0.03%
Other Transportation - 0.03%
CEVA Holding LLC, Series A-2A B C		49	$	61
COMMON STOCKS - 0.23% (Cost $1,943)
CONSUMER DISCRETIONARY- 0.11%
Automobiles - 0.11%
General Motors Co.		6,381		220
MANUFACTURING- 0.03%
Paper & Forest Products - 0.03%
Catalyst Paper Corp.C		8,426		18
Newpage Holdings, Inc.A		600		54
Total Manufacturing				72
SERVICE- 0.08%
Communications - 0.07%
Cengage Learning Holdings 11 Inc.A C		1,154		42
Cengage Learning Holdings II LPA C		3,169		115
				157
Other Service - 0.01%
Dex Media, Inc.C		2,606		19
TRANSPORTATION- 0.01%
Other Transportation - 0.01%
CEVA Holding LLCA B C		22		28
Total Common Stocks (Cost $1,943)				496
RIGHTS - 0.04% (Cost $541)
TRANSPORTATION- 0.04%
Other Transportation - 0.04%
Horizon Lines, Inc., Exercise price $0.051, Expires 9/27/2036A C D E		3,581,642		79
PREFERRED STOCKS - 0.41% (Cost $945)
AGENCY- 0.05%
Federal Home Loan Mortgage Corp., 1.00%, Due 12/31/2049C F		10,000		109
ENERGY- 0.18%
Oil & Gas - 0.18%
Halcon Resources Corp., 5.75%, Due 12/31/49A C		400		380
FINANCE- 0.18%
Banks - 0.18%
Countrywide Capital V, 7.00%, Due 11/01/36		2,590		66
GMAC Capital Trust I, 1.00%, Due 2/15/2040F		11,600		319
Total Finance				385
Total Preferred Stocks (Cost $945)				874
	Par Amount
	(000’s)
CONVERTIBLE OBLIGATIONS - 0.15%
Consumer - 0.03%
CEDC Finance Corp International, Inc., 10.00%, Due 4/30/2018G	$	82		69
Energy - 0.12%
American Energy - Utica LLC, 3.50%, Due 3/1/2021H		230		238
Total Convertible Obligations (Cost $305)				307

See accompanying notes

12

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
CORPORATE OBLIGATIONS - 94.74%
Consumer - 4.34%
American Rock Salt Co. LLC, 8.25%, Due 5/1/2018B H	$	335	$	350
ARAMARK Corp., 5.75%, Due 3/15/2020		335		351
Beverages & More, Inc., 10.00%, Due 11/15/2018H		175		181
Big Heart Pet Brands, 7.625%, Due 2/15/2019		654		681
CB OnCure Holdings, Inc., 11.75%, Due 5/15/2017A I		325		—
CEDC Finance Corp International, Inc., 9.00%, Due 4/30/2018J		173		158
Diamond Foods, Inc., 7.00%, Due 3/15/2019H		245		254
Dole Food Co., Inc., 7.25%, Due 5/1/2019H		300		303
First Quality Finance Co. Inc., 4.625%, Due 5/15/2021H		350		331
Innovation Ventures LLC, 9.50%, Due 8/15/2019B H		200		187
JBS Investments GmbH, 7.25%, Due 4/3/2024H		400		406
JBS USA LLC / JBS USA Finance, Inc.,
8.25%, Due 2/1/2020B H		400		438
7.25%, Due 6/1/2021B H		200		216
Marfrig Holding Europe BV, 8.375%, Due 5/9/2018H		150		151
Marfrig Overseas Ltd., 9.50%, Due 5/4/2020H		100		102
Motors Liquidation Co., 8.375%, Due 7/15/2049A D F		1,570		—
Pinnacle Operating Corp., 9.00%, Due 11/15/2020H		295		317
Post Holdings, Inc.,
6.75%, Due 12/1/2021H		200		210
7.375%, Due 2/15/2022H		400		428
Prestige Brands, Inc.,
8.125%, Due 2/1/2020		165		185
5.375%, Due 12/15/2021H		475		487
Revlon Consumer Products Corp., 5.75%, Due 2/15/2021		340		343
Reynolds Group Issuer Inc / Reynolds Group Issuer LLC / Reynolds Group Issuer Lu,
8.50%, Due 5/15/2018B		400		418
9.00%, Due 4/15/2019B		685		730
9.875%, Due 8/15/2019B		550		611
5.75%, Due 10/15/2020B		110		114
8.25%, Due 2/15/2021B		300		324
Simmons Foods, Inc., 10.50%, Due 11/1/2017H		275		297
Smithfield Foods, Inc., 5.875%, Due 8/1/2021H		100		105
Spectrum Brands, Inc., 6.625%, Due 11/15/2022		470		513
				9,191
Corporate Obligations - 0.12%
CCU Escrow Corp., 10.00%, Due 1/15/2018H		255		249
Energy - 18.07%
Access Midstream Partners LP / ACMP Finance Corp., 4.875%, Due 3/15/2024K		520		517
Antero Resources Finance Corp., 6.00%, Due 12/1/2020		575		615
Athlon Holdings LP / Athlon Finance Corp., 6.00%, Due 5/1/2022H K		340		344
Basic Energy Services, Inc., 7.75%, Due 10/15/2022		290		318
Bonanza Creek Energy, Inc., 6.75%, Due 4/15/2021		270		289
BrietBurn Energy Partners LP, 7.875%, Due 4/15/2022K		200		217
Carrizo Oil & Gas, Inc.,
8.625%, Due 10/15/2018		300		321
7.50%, Due 9/15/2020		100		110
CGG S.A., 6.50%, Due 6/1/2021		600		605
Chaparral Energy, Inc.,
9.875%, Due 10/1/2020		200		227
8.25%, Due 9/1/2021		235		257
7.625%, Due 11/15/2022		985		1,048
Chesapeake Energy Corp.,
6.625%, Due 8/15/2020		400		450
6.875%, Due 11/15/2020		320		363
4.875%, Due 4/15/2022		300		300
5.75%, Due 3/15/2023		400		425
Clayton Williams Energy, Inc., 7.75%, Due 4/1/2019		500		533
Comstock Resources, Inc., 9.50%, Due 6/15/2020		420		480

See accompanying notes

13

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Drill Rigs Holdings, Inc., 6.50%, Due 10/1/2017H	$	845	$	871
Eagle Rock Energy Partners LP / Eagle Rock Energy Finance Corp., 8.375%, Due 6/1/2019K		500		540
Endeavor Energy Resources LP / EER Finance, Inc., 7.00%, Due 8/15/2021H K		135		142
Energy Transfer Equity LP, 7.50%, Due 10/15/2020K		700		807
Energy XXI Gulf Coast, Inc., 7.50%, Due 12/15/2021H		200		212
EnQuest plc, 7.00%, Due 4/15/2022H		200		205
EPL Oil & Gas, Inc., 8.25%, Due 2/15/2018		720		778
EV Energy Partner LP, 8.00%, Due 4/15/2019K		430		449
EXCO Resources, Inc., 8.50%, Due 4/15/2022		350		360
Expro Finance Luxembourg SCA, 8.50%, Due 12/15/2016H		400		418
Forbes Energy Services Ltd., 9.00%, Due 6/15/2019		185		189
Gastar Exploration, Inc., 8.625%, Due 5/15/2018H		495		510
Genesis Energy LP / Genesis Energy Finance Corp.,
7.875%, Due 12/15/2018K		80		86
5.75%, Due 2/15/2021K		355		369
Goodrich Petroleum Corp., 8.875%, Due 3/15/2019		500		524
Halcon Resources Corp.,
9.75%, Due 7/15/2020		100		107
8.875%, Due 5/15/2021		890		921
9.25%, Due 2/15/2022H		100		105
Hercules Offshore, Inc.,
10.25%, Due 4/1/2019H		755		844
7.50%, Due 10/1/2021H		345		348
Jones Energy Holdings LLC / Jones Energy Finance Corp., 6.75%, Due 4/1/2022B H		345		358
Key Energy Services, Inc., 6.75%, Due 3/1/2021		305		322
Kinder Morgan Finance Co. LLC, 6.00%, Due 1/15/2018B H		500		547
Kinder Morgan, Inc.,
5.00%, Due 2/15/2021H		100		100
5.625%, Due 11/15/2023H		200		200
Linn Energy LLC / Linn Energy Finance Corp.,
6.50%, Due 5/15/2019B		325		337
7.25%, Due 11/1/2019B H		250		258
8.625%, Due 4/15/2020B		700		755
7.75%, Due 2/1/2021B L		465		498
Magnum Hunter Resources Corp., 9.75%, Due 5/15/2020		925		1,026
MarkWest Energy Partners LP / MarkWest Energy Finance Corp., 4.50%, Due 7/15/2023K		510		497
McDermott International, Inc., 8.00%, Due 5/1/2021H		260		262
Memorial Production Partners LP / Memorial Production Finance Corp., 7.625%, Due 5/1/2021K		310		327
Midstates Petroleum Co., Inc./Midstates Petroleum Co., LLC, 9.25%, Due 6/1/2021B		730		746
Oasis Petroleum, Inc., 6.875%, Due 3/15/2022H		585		635
Ocean Rig UDW, Inc., 7.25%, Due 4/1/2019H		400		382
Offshore Group Investment Ltd.,
7.50%, Due 11/1/2019		505		525
7.125%, Due 4/1/2023		400		394
Pacific Drilling S.A., 5.375%, Due 6/1/2020H		350		340
Pacific Drilling V Ltd., 7.25%, Due 12/1/2017H		300		321
Penn Virginia Corp., 8.50%, Due 5/1/2020		615		683
Penn Virginia Resource Partners LP / Penn Virginia Resource Finance Corp.,
8.375%, Due 6/1/2020K		158		179
6.50%, Due 5/15/2021		300		323
PetroQuest Energy, Inc., 10.00%, Due 9/1/2017B		415		442
Pioneer Energy Services Corp., 6.125%, Due 3/15/2022H		330		338
QEP Resources, Inc.,
5.375%, Due 10/1/2022		300		301
5.25%, Due 5/1/2023		300		297
QR Energy LP / QRE Finance Corp., 9.25%, Due 8/1/2020K		775		829
Quicksilver Resources, Inc.,
7.00%, Due 6/21/2019H		100		99
9.125%, Due 8/15/2019		200		196
Range Resources Corp., 5.00%, Due 3/15/2023		270		275
Regency Energy Partners LP / Regency Energy Finance Corp.,
5.875%, Due 3/1/2022		275		288
4.50%, Due 11/1/2023K		95		90

See accompanying notes

14

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Resolute Energy Corp., 8.50%, Due 5/1/2020	$	750	$	784
Rex Energy Corp., 8.875%, Due 12/1/2020		305		339
Rice Energy, Inc., 6.25%, Due 5/1/2022H		345		345
Rockies Express Pipeline LLC,
6.85%, Due 7/15/2018B H		135		143
6.00%, Due 1/15/2019B H		265		273
5.625%, Due 4/15/2020B H		395		396
6.875%, Due 4/15/2040B H		370		342
Sabine Pass Liquefaction LLC,
5.625%, Due 2/1/2021B		1,005		1,037
6.25%, Due 3/15/2022B H		320		336
5.625%, Due 4/15/2023B		430		434
Samson Investment Co., 10.75%, Due 2/15/2020H		815		860
Sanchez Energy Corp., 7.75%, Due 6/15/2021H		745		797
SandRidge Energy, Inc., 8.125%, Due 10/15/2022		280		303
Talos Production LLC, 9.75%, Due 2/15/2018B H		490		516
Targa Resources Partners LP / Targa Resources Partners Finance Corp.,
6.375%, Due 8/1/2022		190		203
5.25%, Due 5/1/2023K		295		295
Ultra Petroleum Corp., 5.75%, Due 12/15/2018H		325		342
W&T Offshore, Inc., 8.50%, Due 6/15/2019		845		912
WPX Energy, Inc., 6.00%, Due 1/15/2022		190		196
				38,227
Finance - 10.14%
Aircastle Ltd., 6.25%, Due 12/1/2019		295		318
Algeco Scotsman Global Finance PLC, 8.50%, Due 10/15/2018H		300		323
Ally Financial, Inc.,
5.50%, Due 2/15/2017		120		131
8.00%, Due 12/31/2018		200		239
7.50%, Due 9/15/2020		1,035		1,226
A-S Co-Issuer Subsidiary, Inc., 7.875%, Due 12/15/2020H		400		424
Aviv Healthcare Properties LP / Aviv Healthcare Capital Corp., 7.75%, Due 2/15/2019K		200		215
Bank of America Corp., 8.125%, Due 12/31/2049F		900		1,022
Bank One Capital III, 8.75%, Due 9/1/2030		275		368
CIT Group, Inc.,
5.50%, Due 2/15/2019H		100		108
5.375%, Due 5/15/2020		200		214
5.00%, Due 8/15/2022		800		818
Citigroup, Inc., 6.30%, Due 12/29/2049		500		498
CNL Lifestyle Properties, Inc., 7.25%, Due 4/15/2019		450		472
Cogent Communications Finance, Inc., 5.625%, Due 4/15/2021H		530		521
Crown Castle International Corp., 5.25%, Due 1/15/2023		305		313
Denali Borrower LLC, 5.625%, Due 10/15/2020B H		285		293
E*Trade Financial Corp.,
6.75%, Due 6/1/2016		105		114
6.375%, Due 11/15/2019		1,370		1,487
Fidelity & Guaranty Life Holdings, Inc., 6.375%, Due 4/1/2021H		100		107
Genworth Financial, Inc., 6.15%, Due 11/15/2066F		350		327
Geo Group, Inc.,
6.625%, Due 2/15/2021		175		188
5.125%, Due 4/1/2023		325		322
Hockey Merger Sub 2, Inc., 7.875%, Due 10/1/2021H		255		272
Icahn Enterprises LP / Icahn Enterprises Finance Corp., 5.875%, Due 2/1/2022H K		670		680
iStar Financial, Inc., 9.00%, Due 6/1/2017		270		317
JPMorgan Chase & Co., 6.00%, Due 12/29/2049		800		796
Nationwide Mutual Insurance Co., 9.375%, Due 8/15/2039H		190		292
Neuberger Berman Group LLC / Neuberger Berman Finance Corp., 5.875%, Due 3/15/2022B H		400		426
Nielsen Co., LUX SARL, 5.50%, Due 10/1/2021H		200		209
Nuveen Investments, Inc.,
5.50%, Due 9/15/2015		380		397
9.125%, Due 10/15/2017H		240		263
9.50%, Due 10/15/2020H		1,030		1,227

See accompanying notes

15

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Opal Acquisition, Inc., 8.875%, Due 12/15/2021H	$	325	$	336
Oppenheimer Holdings, Inc., 8.75%, Due 4/15/2018		255		272
Provident Funding Associates LP / PFG Finance Corp.,
10.125%, Due 2/15/2019H K		255		279
6.75%, Due 6/15/2021H K		400		409
RHP Hotel Properties LP / RHP Finance Corp., 5.00%, Due 4/15/2021K		180		180
ROC Finance LLC, 12.125%, Due 9/1/2018B H		550		586
Royal Bank of Scotland Group PLC, 6.125%, Due 12/15/2022		900		958
SLM Corp.,
8.45%, Due 6/15/2018		300		354
5.50%, Due 1/15/2019		600		635
Stena AB, 7.00%, Due 2/1/2024H		540		547
Stena International S.A., 5.75%, Due 3/1/2024H		400		396
Synovus Financial Corp.,
5.125%, Due 6/15/2017		575		605
7.875%, Due 2/15/2019		540		617
TMX Finance LLC / TitleMax Finance Corp., 8.50%, Due 9/15/2018B H		325		346
				21,447
Manufacturing - 20.09%
Abengoa Finance SAU,
8.875%, Due 11/1/2017H		400		452
7.75%, Due 2/1/2020H		150		165
Accudyne Industries LLC, 7.75%, Due 12/15/2020B H		150		163
Activision Blizzard, Inc., 5.625%, Due 9/15/2021H		300		320
Advanced Micro Devices, Inc., 7.50%, Due 8/15/2022		725		754
Ainsworth Lumber Co. Ltd, 7.50%, Due 12/15/2017H		300		319
Aleris International, Inc., 7.875%, Due 11/1/2020		360		363
Allison Transmission, Inc., 7.125%, Due 5/15/2019H		600		648
ArcelorMittal,
4.25%, Due 8/5/2015		170		175
6.00%, Due 3/1/2021F		1,000		1,069
6.75%, Due 2/25/2022F		435		482
ARD Finance S.A., 11.125%, Due 6/1/2018G H		547		602
Ardagh Packaging Finance PLC, 7.00%, Due 11/15/2020H M		106		110
Ardagh Packaging Finance PLC / Ardagh Holdings USA, Inc.,
6.25%, Due 1/31/2019H M		200		209
6.75%, Due 1/31/2021H M		400		417
Axalta Coating Systems US Holdings Inc / Axalta Coating Systems Dutch Holding B, 7.375%, Due 5/1/2021H		300		329
Barminco Finance Property Ltd., 9.00%, Due 6/1/2018H		400		368
Beverage Packaging Holdings Luxembourg II SA, 6.00%, Due 6/15/2017H		345		355
Blackboard, Inc., 7.75%, Due 11/15/2019H		200		211
BMC Software Finance, Inc., 8.125%, Due 7/15/2021H		700		733
BMC Software, Inc., 7.25%, Due 6/1/2018		215		225
Boart Longyear Management Property Ltd.,
10.00%, Due 10/1/2018H		180		188
7.00%, Due 4/1/2021H		230		175
Bombardier, Inc., 6.125%, Due 1/15/2023H		500		511
Boxer Parent Company, Inc., 9.00%, Due 10/15/2019G H		450		441
Catalyst Paper Corp., 11.00%, Due 10/30/2017G		146		131
Cemex Finance LLC,
9.375%, Due 10/12/2022B H		200		231
6.00%, Due 4/1/2024H		200		200
Cemex SAB de CV,
9.00%, Due 1/11/2018H		400		432
5.875%, Due 3/25/2019H		200		206
Chrysler Group LLC / CG Co-Issuer, Inc.,
8.00%, Due 6/15/2019B H		375		410
8.25%, Due 6/15/2021B H		300		337
Consol Energy, Inc.,
8.25%, Due 4/1/2020		500		544
5.875%, Due 4/15/2022H		100		103

See accompanying notes

16

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Consolidated Container Co. LLC/Consolidated Container Capital, Inc., 10.125%, Due 7/15/2020B H	$	350	$	364
Constellium N.V., 5.75%, Due 5/15/2024H		500		500
CPG Merger Sub LLC, 8.00%, Due 10/1/2021B H		365		390
Eagle Spinco, Inc., 4.625%, Due 2/15/2021H		535		532
Eldorado Gold Corp., 6.125%, Due 12/15/2020H		630		632
First Data Corp.,
8.25%, Due 1/15/2021H		800		863
11.25%, Due 1/15/2021		100		114
11.75%, Due 8/15/2021		325		347
First Quantum Minerals Ltd.,
6.75%, Due 2/15/2020H		400		404
7.00%, Due 2/15/2021H		343		348
FMG Resources August 2006 Property Ltd.,
6.875%, Due 2/1/2018H		500		528
8.25%, Due 11/1/2019H		870		960
6.875%, Due 4/1/2022H		790		844
Gardner Denver, Inc., 6.875%, Due 8/15/2021H		885		908
Gibraltar Industries, Inc., 6.25%, Due 2/1/2021		350		371
Goodyear Tire & Rubber Co., 6.50%, Due 3/1/2021		700		757
Horsehead Holding Corp., 10.50%, Due 6/1/2017H		380		426
INEOS Group Holdings S.A., 5.875%, Due 2/15/2019H		200		204
K Hovnanian Enterprises, Inc., 7.25%, Due 10/15/2020H		230		249
KB Home,
4.75%, Due 5/15/2019		100		100
7.00%, Due 12/15/2021		100		107
7.50%, Due 9/15/2022		500		547
Liberty Tire Recycling LLC, 11.00%, Due 10/1/2016B H		325		315
Louisiana-Pacific Corp., 7.50%, Due 6/1/2020		375		414
Mcron Finance Sub LLC, 8.375%, Due 5/15/2019B H		108		119
Meritor, Inc., 6.75%, Due 6/15/2021		200		212
Midwest Vanadium Property Ltd., 11.50%, Due 2/15/2018H		200		106
Milacron LLC, 7.75%, Due 2/15/2021B H		315		345
Momentive Performance Materials, Inc., 8.875%, Due 10/15/2020		305		330
Mueller Water Products, Inc., 7.375%, Due 6/1/2017		290		294
Murray Energy Corp., 8.625%, Due 6/15/2021H		300		326
Navistar International Corp., 8.25%, Due 11/1/2021		375		382
NCR Corp.,
5.00%, Due 7/15/2022		125		127
6.375%, Due 12/15/2023H		60		64
Norske Skogindustrier ASA, 6.125%, Due 10/15/2015H		550		481
Novelis, Inc., 8.75%, Due 12/15/2020		500		558
Nuance Communications, Inc., 5.375%, Due 8/15/2020H		330		332
Nufarm Australia Ltd., 6.375%, Due 10/15/2019H		290		299
OAS Financial Ltd., 8.875%, Due 4/29/2049		100		97
OAS Investments GmbH, 8.25%, Due 10/19/2019H		230		235
Olin Corp., 5.50%, Due 8/15/2022		500		514
Orion Engineered Carbons Bondco GmbH, 9.625%, Due 6/15/2018H		200		216
Orion Engineered Carbons Finance & Co. SCA, 9.25%, Due 8/1/2019G H		200		209
Oshkosh Corp., 5.375%, Due 3/1/2022H		200		205
Peabody Energy Corp.,
7.375%, Due 11/1/2016		500		561
6.25%, Due 11/15/2021		400		406
Pittsburgh Glass Works LLC, 8.00%, Due 11/15/2018B H		295		322
Plastipak Holdings, Inc., 6.50%, Due 10/1/2021H		230		239
Quiksilver Inc / QS Wholesale, Inc., 10.00%, Due 8/1/2020		335		380
Rain CII Carbon LLC / CII Carbon Corp., 8.25%, Due 1/15/2021B H		300		312
Reliance Intermediate Holdings LP, 9.50%, Due 12/15/2019H K		760		821
Rentech Nitrogen Partners LP, 6.50%, Due 4/15/2021H K		455		448
Rockwood Specialties Group, Inc., 4.625%, Due 10/15/2020		310		318
Schaeffler Finance BV, 8.50%, Due 2/15/2019H		200		225
Signode Industrial Group Lux SA/Signode Industrial Group US, Inc., 6.375%, Due 5/1/2022H		375		379
SIWF Merger Sub, Inc., 6.25%, Due 6/1/2021H		325		338
Smurfit Kappa Treasury Funding Ltd., 7.50%, Due 11/20/2025		600		681

See accompanying notes

17

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
SRA International, Inc., 11.00%, Due 10/1/2019	$	200	$	211
Stackpole International Intermediate Co., 7.75%, Due 10/15/2021H		360		385
Standard Pacific Corp., 6.25%, Due 12/15/2021		300		321
SunGard Availability Services Capital, Inc., 8.75%, Due 4/1/2022H		300		290
SunGard Data Systems, Inc., 6.625%, Due 11/1/2019		450		471
Taylor Morrison Communities Inc / Monarch Communities, Inc., 5.625%, Due 3/1/2024H		200		197
Taylor Morrison Communities, Inc.,
7.75%, Due 4/15/2020H		613		673
5.25%, Due 4/15/2021H		445		449
Terex Corp., 6.00%, Due 5/15/2021		435		466
Texas Industries, Inc., 9.25%, Due 8/15/2020		230		263
Toll Brothers Finance, Corp., 5.625%, Due 1/15/2024		300		311
TPC Group, Inc., 8.75%, Due 12/15/2020H		660		728
TransDigm, Inc., 7.50%, Due 7/15/2021		385		423
Tronox Finance LLC, 6.375%, Due 8/15/2020B		320		326
US Concrete, Inc., 8.50%, Due 12/1/2018H		295		319
Verso Paper Holdings LLC / Verso Paper, Inc., 11.75%, Due 1/15/2019B		740		668
Viasystems, Inc., 7.875%, Due 5/1/2019H		460		490
Wolverine World Wide, Inc., 6.125%, Due 10/15/2020		210		227
Xerium Technologies, Inc., 8.875%, Due 6/15/2018		395		423
Zachry Holdings, Inc., 7.50%, Due 2/1/2020H		355		384
				42,508
Service - 26.76%
Acadia Healthcare Co., Inc., 12.875%, Due 11/1/2018		231		277
ADT Corp., 6.25%, Due 10/15/2021H		145		151
Ahern Rentals, Inc., 9.50%, Due 6/15/2018H		560		623
Alere, Inc.,
7.25%, Due 7/1/2018		400		439
6.50%, Due 6/15/2020		725		761
AMC Entertainment, Inc., 9.75%, Due 12/1/2020		210		242
Arcos Dorados Holdings, Inc., 6.625%, Due 9/27/2023H		325		337
Avis Budget Car Rental LLC, 2.986%, Due 12/1/2017B H		775		780
Aviv Healthcare Properties LP / Aviv Healthcare Capital Corp., 6.00%, Due 10/15/2021K		100		105
Biomet, Inc.,
6.50%, Due 8/1/2020		200		219
6.50%, Due 10/1/2020		495		540
Boyd Gaming Corp., 9.00%, Due 7/1/2020		455		503
Cablevision Systems Corp.,
8.00%, Due 4/15/2020		300		347
5.875%, Due 9/15/2022		225		228
Caesars Entertainment Operating Co., Inc.,
11.25%, Due 6/1/2017		975		930
12.75%, Due 4/15/2018		400		208
8.50%, Due 2/15/2020		100		86
9.00%, Due 2/15/2020		300		262
Carmike Cinemas, Inc., 7.375%, Due 5/15/2019		200		218
Carrols Restaurant Group, Inc., 11.25%, Due 5/15/2018		300		344
CCO Holdings LLC / CCO Holdings Capital Corp.,
5.25%, Due 9/30/2022B		500		500
5.75%, Due 9/1/2023		575		580
CEC Entertainment, Inc., 8.00%, Due 2/15/2022H		325		333
Cengage Learning Acquisitions, Inc., 11.50%, Due 4/15/2020H		75		—
Cenveo Corp.,
11.50%, Due 5/15/2017		360		353
8.875%, Due 2/1/2018		950		981
CHS/Community Health Systems, Inc.,
5.125%, Due 8/15/2018		100		105
8.00%, Due 11/15/2019		200		219
7.125%, Due 7/15/2020		300		322
6.875%, Due 2/1/2022H		680		705
Clean Harbors, Inc., 5.125%, Due 6/1/2021		325		329
Clear Channel Communications, Inc., 9.00%, Due 3/1/2021		1,470		1,561

See accompanying notes

18

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Clear Channel Worldwide Holdings, Inc.,
7.625%, Due 3/15/2020	$	1,240	$	1,333
6.50%, Due 11/15/2022		350		373
Columbus International, Inc., 7.375%, Due 3/30/2021H		400		418
Covanta Holding Corp., 5.875%, Due 3/1/2024		350		357
Crown Media Holdings, Inc., 10.50%, Due 7/15/2019		235		267
CSC Holdings LLC, 6.75%, Due 11/15/2021B		900		1,002
CST Brands, Inc., 5.00%, Due 5/1/2023		335		332
Cumulus Media Holdings, Inc., 7.75%, Due 5/1/2019		975		1,037
CyrusOne LP / CyrusOne Finance Corp., 6.375%, Due 11/15/2022K		235		250
Dave & Buster’s, Inc., 11.00%, Due 6/1/2018		350		371
DaVita, Inc., 5.75%, Due 8/15/2022		200		212
DISH DBS Corp.,
7.125%, Due 2/1/2016		400		437
7.875%, Due 9/1/2019		230		273
5.875%, Due 7/15/2022		300		324
5.00%, Due 3/15/2023		875		893
DreamWorks Animation SKG, Inc., 6.875%, Due 8/15/2020H		250		271
DynCorp International, Inc., 10.375%, Due 7/1/2017		430		455
Endo Finance LLC, 5.75%, Due 1/15/2022B H		350		361
EnergySolutions Inc./EnergySolutions LLC, 10.75%, Due 8/15/2018B		525		550
Entercom Radio LLC, 10.50%, Due 12/1/2019B		370		427
Equinix, Inc., 5.375%, Due 4/1/2023		900		915
Felcor Lodging LP, 5.625%, Due 3/1/2023K		475		481
First Data Corp., 12.625%, Due 1/15/2021		525		630
Fontainebleau Las Vegas Holdings LLC, 10.25%, Due 6/15/2015B F H I L		800		3
Gannett Company, Inc.,
5.125%, Due 7/15/2020H		100		104
6.375%, Due 10/15/2023H		400		424
Golden Nugget Escrow, Inc., 8.50%, Due 12/1/2021H		505		519
Gray Television, Inc., 7.50%, Due 10/1/2020		655		704
Grifols Worldwide Operations Ltd., 5.25%, Due 4/1/2022H		200		203
Guitar Center, Inc., 9.625%, Due 4/15/2020H		345		323
Harron Communications LP/Harron Finance Corp., 9.125%, Due 4/1/2020H K		310		349
HCA Holdings, Inc.,
6.25%, Due 2/15/2021		100		106
7.75%, Due 5/15/2021		250		275
HCA, Inc.,
7.50%, Due 2/15/2022		400		456
5.875%, Due 3/15/2022		200		215
4.75%, Due 5/1/2023		475		467
5.875%, Due 5/1/2023		500		509
5.00%, Due 3/15/2024		525		520
Hertz Corp.,
6.75%, Due 4/15/2019		400		429
6.25%, Due 10/15/2022		300		321
Hilton Worldwide Finance LLC, 5.625%, Due 10/15/2021B H		320		334
Hologic, Inc., 6.25%, Due 8/1/2020		300		317
iPayment Holdings, Inc., 7.50%, Due 11/15/2018G		219		75
iPayment, Inc., 10.25%, Due 5/15/2018		375		263
Isle of Capri Casinos, Inc.,
7.75%, Due 3/15/2019		150		161
8.875%, Due 6/15/2020		270		284
JC Penney Corp., Inc., 6.875%, Due 10/15/2015		915		886
Jo-Ann Stores Holdings, Inc., 9.75%, Due 10/15/2019G H		275		287
Kinetic Concepts Inc / KCI USA, Inc., 12.50%, Due 11/1/2019		305		355
L Brands, Inc., 5.625%, Due 10/15/2023		320		334
Landry’s, Inc., 9.375%, Due 5/1/2020H		400		441
LBI Media, Inc.,
10.00%, Due 4/15/2019H		510		533
4.25%, Due 4/15/2020G H		310		291
Lee Enterprises, Inc., 9.50%, Due 3/15/2022H		250		259
MGM Resorts International,

See accompanying notes

19

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
6.625%, Due 7/15/2015	$	200	$	212
11.375%, Due 3/1/2018		250		324
6.75%, Due 10/1/2020		335		370
6.625%, Due 12/15/2021		615		677
7.75%, Due 3/15/2022		375		435
Michaels Finco Holdings, Inc., 7.50%, Due 8/1/2018G H		225		232
Midcontinent Communications & Finance Corp., 6.25%, Due 8/1/2021H		490		507
Monitronics International, Inc., 9.125%, Due 4/1/2020		485		516
MTR Gaming Group, Inc., 11.50%, Due 8/1/2019		295		332
National CineMedia LLC, 7.875%, Due 7/15/2021B		100		110
NBTY, Inc., 9.00%, Due 10/1/2018		360		386
NCL Corp Ltd., 5.00%, Due 2/15/2018		195		201
Neiman Marcus Group LTD LLC, 8.75%, Due 10/15/2021G H		335		370
New Look Bondco I PLC, 8.375%, Due 5/14/2018H		400		426
Nextstar Broadcasting, Inc., 6.875%, Due 11/15/2020		495		530
Nielsen Finance LLC / Nielsen Finance Co., 5.00%, Due 4/15/2022H		200		201
NPC International Inc / NPC Operating Co. A Inc / NPC Operating Co B, Inc., 10.50%, Due 1/15/2020		350		400
Numericable Group S.A., 6.00%, Due 5/15/2022H		250		256
Par Pharmaceutical Cos., Inc., 7.375%, Due 10/15/2020		300		326
PF Chang’s China Bistro, Inc., 10.25%, Due 6/30/2020H		300		312
PHH Corp., 6.375%, Due 8/15/2021		275		285
Pinnacle Entertainment, Inc., 7.75%, Due 4/1/2022		330		358
PNK Finance Corp., 6.375%, Due 8/1/2021H		325		341
Quad/Graphics, Inc., 7.00%, Due 5/1/2022H		315		315
Radio One, Inc., 9.25%, Due 2/15/2020H		1,175		1,249
Radio Systems Corp., 8.375%, Due 11/1/2019H		200		219
Regal Entertainment Group, 5.75%, Due 3/15/2022		195		201
Rite Aid Corp., 8.00%, Due 8/15/2020		290		320
Safway Group Holding LLC, 7.00%, Due 5/15/2018B H		300		318
Select Medical Corp., 6.375%, Due 6/1/2021		340		350
Serta Simmons Holdings LLC, 8.125%, Due 10/1/2020B H		425		466
Service Corp International, 7.50%, Due 4/1/2027		350		374
Service Corporation International, 5.375%, Due 5/15/2024H		350		353
Sirius XM Radio, Inc., 5.25%, Due 8/15/2022H		155		167
Starz LLC / Starz Finance Corp., 5.00%, Due 9/15/2019B		345		358
Tenet Healthcare Corp.,
5.00%, Due 3/1/2019H		100		100
8.00%, Due 8/1/2020		460		500
8.125%, Due 4/1/2022		670		743
6.875%, Due 11/15/2031		250		232
United Rentals North America, Inc.,
7.375%, Due 5/15/2020		125		138
7.625%, Due 4/15/2022		470		529
5.75%, Due 11/15/2024		300		311
Universal Hospital Services, Inc., 7.625%, Due 8/15/2020		300		321
Univision Communications, Inc., 6.75%, Due 9/15/2022H		250		275
Valeant Pharmaceuticals International, Inc.,
7.50%, Due 7/15/2021H		200		223
5.625%, Due 12/1/2021H		550		572
Videotron Ltd., 5.375%, Due 6/15/2024H		200		202
Visant Corp., 10.00%, Due 10/1/2017		820		770
VPI Escrow Corp., 6.375%, Due 10/15/2020H		920		989
VTR Finance BV, 6.875%, Due 1/15/2024H		750		782
WMG Acquisition Corp.,
5.625%, Due 4/15/2022H		200		203
6.75%, Due 4/15/2022H		600		605
				56,596
Telecommunications - 10.36%
Alcatel-Lucent USA, Inc., 6.75%, Due 11/15/2020H		500		525
Altice S.A., 7.75%, Due 5/15/2022H		600		626
Avanti Communications Group PLC, 10.00%, Due 10/1/2019H M		300		323

See accompanying notes

20

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Avaya, Inc.,
9.00%, Due 4/1/2019H	$	450	$	465
10.50%, Due 3/1/2021H		375		341
Brightstar Corp., 9.50%, Due 12/1/2016H		250		271
CenturyLink, Inc.,
5.80%, Due 3/15/2022		300		308
6.75%, Due 12/1/2023		300		322
Cincinnati Bell, Inc., 8.75%, Due 3/15/2018		865		907
Consolidated Communications Finance Co., 10.875%, Due 6/1/2020		195		226
Digicel Group Ltd.,
8.25%, Due 9/30/2020H		300		320
7.125%, Due 4/1/2022H		600		603
Digicel Ltd., 6.00%, Due 4/15/2021H		200		203
eAccess Ltd., 8.25%, Due 4/1/2018H		300		326
EarthLink Holdings Corp.,
8.875%, Due 5/15/2019		255		255
7.375%, Due 6/1/2020		360		375
Frontier Communications Corp.,
8.50%, Due 4/15/2020		400		466
8.75%, Due 4/15/2022		200		228
7.875%, Due 1/15/2027		100		101
Hughes Satellite Systems Corp., 7.625%, Due 6/15/2021		185		209
Intelsat Jackson Holdings S.A.,
7.25%, Due 10/15/2020		400		432
7.50%, Due 4/1/2021		300		329
6.625%, Due 12/15/2022H		610		627
Intelsat Luxembourg S.A.,
7.75%, Due 6/1/2021		410		427
8.125%, Due 6/1/2023		565		593
Level 3 Financing, Inc.,
3.846%, Due 1/15/2018H		775		786
7.00%, Due 6/1/2020		550		594
8.625%, Due 7/15/2020		190		213
6.125%, Due 1/15/2021H		170		179
Millicom International Cellular S.A., 6.625%, Due 10/15/2021H		400		417
NII Capital Corp.,
10.00%, Due 8/15/2016		600		225
7.625%, Due 4/1/2021		390		116
Nokia OYJ, 6.625%, Due 5/15/2039		665		713
Oi S.A., 5.75%, Due 2/10/2022H		325		319
Sprint Capital Corp., 8.75%, Due 3/15/2032		395		442
Sprint Corp.,
7.875%, Due 9/15/2023H		580		639
7.125%, Due 6/15/2024H		200		210
Sprint Nextel Corp.,
8.375%, Due 8/15/2017		100		118
9.00%, Due 11/15/2018H		500		609
7.00%, Due 3/1/2020H		100		115
7.00%, Due 8/15/2020		515		560
11.50%, Due 11/15/2021		730		977
6.00%, Due 11/15/2022		600		605
T-Mobile USA, Inc.,
6.542%, Due 4/28/2020		300		323
6.633%, Due 4/28/2021		300		324
6.125%, Due 1/15/2022		100		105
6.50%, Due 1/15/2024		100		105
VimpelCom Holdings BV, 7.504%, Due 3/1/2022H		265		260
Virgin Media Finance PLC,
4.875%, Due 2/15/2022M		125		113
6.375%, Due 4/15/2023H M		255		268
Virgin Media Secured Finance PLC,
5.375%, Due 4/15/2021H M		350		359
5.50%, Due 1/15/2025H M		400		403

See accompanying notes

21

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
WaveDivision Escrow LLC / WaveDivision Escrow Corp., 8.125%, Due 9/1/2020B H	$	295	$	316
Wind Acquisition Finance S.A.,
7.25%, Due 2/15/2018H		325		342
7.375%, Due 4/23/2021H		900		924
Windstream Corp., 7.50%, Due 6/1/2022		405		432
				21,919
Transportation - 2.07%
Bristow Group, Inc., 6.25%, Due 10/15/2022		310		332
CHC Helicopter S.A.,
9.25%, Due 10/15/2020		450		484
9.375%, Due 6/1/2021		100		104
Eletson Holdings, 9.625%, Due 1/15/2022H		265		282
Florida East Coast Holdings Corp.,
6.75%, Due 5/1/2019H		420		432
9.75%, Due 5/1/2020H		100		103
HD Supply, Inc., 7.50%, Due 7/15/2020		745		807
Horizon Lines LLC,
11.00%, Due 10/15/2016B		125		125
13.00%, Due 10/15/2016B G		249		220
Martin Midstream Partners LP / Martin Midstream Finance Corp., 7.25%, Due 2/15/2021H K		760		792
Syncreon Group BV, 8.625%, Due 11/1/2021H		400		415
Watco Cos. LLC, 6.375%, Due 4/1/2023B H		270		273
				4,369
Utilities - 2.79%
AES Corp., 9.75%, Due 4/15/2016		210		243
Calpine Corp.,
7.875%, Due 7/31/2020H		80		88
7.50%, Due 2/15/2021H		578		631
6.00%, Due 1/15/2022H		100		106
5.875%, Due 1/15/2024H		100		103
Elwood Energy LLC, 8.159%, Due 7/5/2026B		245		270
Energy Future Intermediate Holding Co. LLC / EFIH Finance, Inc., 10.00%, Due 12/1/2020B		575		609
GenOn Energy, Inc., 9.50%, Due 10/15/2018		390		412
InterGen N.V., 7.00%, Due 6/30/2023H		400		420
NRG Energy, Inc.,
7.625%, Due 1/15/2018		225		255
7.875%, Due 5/15/2021		635		704
6.25%, Due 7/15/2022H		815		842
6.25%, Due 5/1/2024H		170		171
Sabine Pass LNG LP, 7.50%, Due 11/30/2016K		445		494
Texas Competitive Electric Holdings Co. LLC, 11.50%, Due 10/1/2020B H		700		560
				5,908
Total Corporate Obligations (Cost $194,967)				200,414
	Shares
SHORT-TERM INVESTMENTS - 4.01% (Cost $8,474)
JPMorgan U.S. Government Money Market Fund, Capital Class		8,474,125		8,474
TOTAL INVESTMENTS - 99.61% (Cost $207,243)				210,705
OTHER ASSETS, NET OF LIABILITIES - 0.39%				833
TOTAL NET ASSETS - 100.00%			$	211,538

Percentages are stated as a percent of net assets.

^A  Fair valued pursuant to procedures approved by the Board of Trustees.

^B  LLC - Limited Liability Company.

^C  Non-income producing security.

^D  Illiquid.

See accompanying notes

22

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

^E  Call.

^F  The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due date on these types of securities reflects the final maturity date.

^G  Is Payment in Kind. See Note 4 in the Notes to Financial Statements.

^H  Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $85,518 or 40.42% of net assets. The Fund has no right to demand registration of these securities.

^I  In Default

^J  Step Up/Down - A scheduled increase in the exercise or conversion price at which a warrant, an option, or a convertible security may be used to acquire shares of common stock.

^K  Limited Partnership.

^L  Non-voting participating shares.

^M  PLC - Public Limited Company.

See accompanying notes

23

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
COMMON STOCKS - 4.11% (Cost $3,159)
CONSUMER DISCRETIONARY- 0.43%
Household Durables - 0.43%
Lennar Corp., Class A		7,220	$	279
Toll Brothers, Inc.A		3,240		111
Total Consumer Discretionary				390
ENERGY- 0.65%
Energy Equipment & Services - 0.30%
Schlumberger Ltd.		2,670		271
Oil & Gas - 0.35%
Continental Resources, Inc.A		2,300		319
FINANCIALS- 1.62%
Banks - 0.26%
First Republic Bank		4,730		240
Diversified Financials - 1.36%
Citigroup, Inc.		5,120		245
Franklin Resources, Inc.		4,175		219
JPMorgan Chase & Co.		4,655		261
T. Rowe Price Group, Inc.		3,235		265
Wells Fargo & Co.		5,150		256
				1,246
HEALTH CARE- 0.30%
Pharmaceuticals - 0.30%
Mylan, Inc.A		5,425		275
INDUSTRIALS- 0.56%
Construction & Engineering - 0.29%
Chicago Bridge & Iron Co. NV		3,335		267
Diversified Manufacturing - 0.27%
Eaton Corp., PLCB		3,390		246
INFORMATION TECHNOLOGY- 0.55%
Computers & Peripherals - 0.28%
Apple, Inc.		435		257
Internet Software & Services - 0.27%
eBay, Inc.A		4,715		244
Total Common Stocks (Cost $3,159)				3,755
PREFERRED STOCKS - 3.36% (Cost $2,773)
ENERGY- 0.35%
Oil & Gas - 0.35%
Chesapeake Energy Corp., 5.75%, Due 12/31/2049C D		265		318
FINANCE- 1.06%
Insurance - 0.56%
MetLife, Inc., 5.00%, Due 3/26/2014		16,915		515
Other Finance - 0.50%
AMG Capital Trust II, 5.15%, Due 10/15/2037		7,300		457
MANUFACTURING- 1.18%
Aerospace/Defense - 0.51%
United Technologies Corp., 7.50%, Due 8/1/2015		7,035		465
Machinery - 0.56%
Stanley Black & Decker, Inc., 4.75%, Due 11/17/2015		3,876		505
Metals/Mining - 0.11%
Cliffs Natural Resources, Inc., 7.00%, Due 2/1/2016		5,390		102
TELECOMMUNICATIONS- 0.26%
Telecom - 0.26%
Crown Castle International Corp., 4.50%, Due 11/01/2016E		2,380		235

See accompanying notes

24

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Shares		Fair Value
			(000’s)
TRANSPORTATION- 0.25%
Other Transportation - 0.25%
Genesee & Wyoming, Inc., 5.00%, Due 10/01/2015		1,765	$	229
UTILITIES- 0.26%
Electric - 0.26%
NextEra Energy, Inc., 5.60%, Due 6/1/2015		3,665		242
Total Preferred Stocks (Cost $2,773)				3,068
	Par Amount
	(000’s)
CONVERTIBLE OBLIGATIONS - 16.58%
Consumer - 0.26%
Jarden Corp.,
1.50%, Due 6/15/2019D	$	100		118
1.125%, Due 3/15/2034D		120		120
				238
Energy - 0.28%
SEACOR Holdings, Inc., 2.50%, Due 12/15/2027		100		116
Stone Energy Corp., 1.75%, Due 3/1/2017		109		144
				260
Finance - 1.36%
Ares Capital Corp., 4.75%, Due 1/15/2018		285		305
MGIC Investment Corp.,
5.00%, Due 5/1/2017		98		113
2.00%, Due 4/1/2020		81		115
Portfolio Recovery Associates, Inc., 3.00%, Due 8/1/2020D		90		106
WellPoint, Inc., 2.75%, Due 10/15/2042		415		606
				1,245
Information Technology - 0.28%
Liberty Interactive LLC, 0.75%, Due 3/30/2043F		200		259
Manufacturing - 8.21%
Cemex SAB de CV, 3.25%, Due 3/15/2016		100		141
Citrix Systems, Inc., 0.50%, Due 4/15/2019D		225		225
Cornerstone OnDemand, Inc., 1.50%, Due 7/1/2018D		80		83
Danaher Corp., 0.01%, Due 1/22/2021		150		320
Dealertrack Technologies, Inc., 1.50%, Due 3/15/2017		150		204
Electronic Arts, Inc., 0.75%, Due 7/15/2016		390		443
Emulex Corp., 1.75%, Due 11/15/2018D		120		119
Fluidigm Corp., 2.75%, Due 2/1/2034		222		235
InvenSense, Inc., 1.75%, Due 11/1/2018D		225		270
KB Home, 1.375%, Due 2/1/2019		140		138
Lam Research Corp., 0.50%, Due 5/15/2016		172		200
Linear Technology Corp., 3.00%, Due 5/1/2027		110		127
Medidata Solutions, Inc., 1.00%, Due 8/1/2018D		167		170
NetSuite, Inc., 0.25%, Due 6/1/2018D		98		101
Novellus Systems, Inc., 2.625%, Due 5/15/2041		215		382
NVIDIA Corp., 1.00%, Due 12/1/2018D		430		485
ON Semiconductor Corp., 2.625%, Due 12/15/2026		108		131
Proofpoint, Inc., 1.25%, Due 12/15/2018D		115		115
RTI International Metals, Inc., 3.00%, Due 12/1/2015		215		229
Salesforce.com, Inc., 0.25%, Due 4/1/2018		600		658
SanDisk Corp., 0.50%, Due 10/15/2020D		730		827
ServiceNow, Inc., 0.01%, Due 11/1/2018D		325		324
Standard Pacific Corp., 1.25%, Due 8/1/2032		215		258
Take-Two Interactive Software, Inc.,
1.75%, Due 12/1/2016		105		132
1.00%, Due 7/1/2018		95		111
Tesla Motors, Inc.,
0.25%, Due 3/1/2019		120		111

See accompanying notes

25

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
1.25%, Due 3/1/2021	$	360	$	327
Toll Brothers Finance Corp., 0.50%, Due 9/15/2032		220		228
Trinity Industries, Inc., 3.875%, Due 6/1/2036		140		233
Workday, Inc., 0.75%, Due 7/15/2018D		150		173
				7,500
Service - 5.59%
BioMarin Pharmaceutical, Inc.,
0.75%, Due 10/15/2018		156		160
1.50%, Due 10/15/2020		155		160
Cepheid, Inc., 1.25%, Due 2/1/2021D		110		111
Cubist Pharmaceuticals, Inc.,
1.125%, Due 9/1/2018D		255		291
1.875%, Due 9/1/2020D		65		75
Gilead Sciences, Inc., 1.625%, Due 5/1/2016		205		706
Hologic, Inc., 2.00%, Due 12/15/2037G		415		467
HomeAway, Inc., 0.125%, Due 4/1/2019D		115		111
Illumina, Inc., 0.25%, Due 3/15/2016D		290		493
Integra LifeSciences Holdings Corp., 1.625%, Due 12/15/2016		440		465
Liberty Media Corp., 1.375%, Due 10/15/2023D		250		241
MGM Resorts International, 4.25%, Due 4/15/2015		304		434
Omnicom Group, Inc., 0.01%, Due 7/31/2032		345		434
priceline.com, Inc.,
1.00%, Due 3/15/2018		360		503
0.35%, Due 6/15/2020D		170		202
Salix Pharmaceuticals Ltd., 1.50%, Due 3/15/2019		85		151
SINA Corp., 1.00%, Due 12/1/2018D		115		104
				5,108
Telecommunications - 0.27%
Finisar Corp., 0.50%, Due 12/15/2033D		215		246
Transportation - 0.33%
Greenbrier Cos., Inc., 3.50%, Due 4/1/2018		195		301
Total Convertible Obligations (Cost $13,143)				15,157
CORPORATE OBLIGATIONS - 35.01%
Consumer - 1.04%
Altria Group, Inc., 4.75%, Due 5/5/2021		300		329
Anheuser-Busch InBev Worldwide, Inc., 8.00%, Due 11/15/2039		100		151
Kellogg Co., 1.875%, Due 11/17/2016		150		153
SABMiller Holdings, Inc., 4.95%, Due 1/15/2042D		300		322
				955
Energy - 1.66%
Apache Corp., 5.10%, Due 9/1/2040		130		139
Canadian Natural Resources Ltd., 6.25%, Due 3/15/2038		275		337
Devon Energy Corp., 4.75%, Due 5/15/2042		300		304
EOG Resources, Inc., 2.50%, Due 2/1/2016		250		257
TransCanada PipeLines Ltd.,
3.75%, Due 10/16/2023		300		307
6.10%, Due 6/1/2040		140		170
				1,514
Finance - 17.12%
AEGON Funding Co. LLC, 5.75%, Due 12/15/2020F		250		288
American International Group, Inc.,
6.40%, Due 12/15/2020		275		332
4.875%, Due 6/1/2022		400		445
Bank of America Corp.,
7.80%, Due 9/15/2016		600		686
4.125%, Due 1/22/2024		1,000		1,014
Bank One Corp., 4.90%, Due 4/30/2015		250		260
Barclays Bank PLC, 6.75%, Due 5/22/2019B		200		240
Bear Stearns Cos. LLC, 7.25%, Due 2/1/2018F		425		505
BNP Paribas S.A., 3.60%, Due 2/23/2016		280		294

See accompanying notes

26

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Citigroup, Inc., 8.50%, Due 5/22/2019	$	650	$	828
Fifth Third Bancorp, 3.625%, Due 1/25/2016		275		288
General Electric Capital Corp.,
5.625%, Due 5/1/2018		250		287
6.00%, Due 8/7/2019		300		354
5.50%, Due 1/8/2020		150		173
Goldman Sachs Group, Inc.,
5.35%, Due 1/15/2016		475		510
6.25%, Due 9/1/2017		550		629
6.00%, Due 6/15/2020		835		965
ING Bank N.V.,
5.125%, Due 5/1/2015D		300		311
3.75%, Due 3/7/2017D		1,100		1,171
JPMorgan Chase & Co.,
0.563%, Due 6/13/2016G		375		373
5.50%, Due 10/15/2040		350		395
Lloyds TSB Bank PLC, 4.375%, Due 1/12/2015B D		300		308
Merrill Lynch & Co. Inc., 6.11%, Due 1/29/2037		275		310
MetLife, Inc., 6.375%, Due 6/15/2034		400		512
Morgan Stanley,
0.706%, Due 10/15/2015G		400		400
7.30%, Due 5/13/2019		530		643
5.625%, Due 9/23/2019		150		171
National Australia Bank Ltd., 4.375%, Due 12/10/2020D		250		272
Nordea Bank AB, 4.875%, Due 1/27/2020D		250		278
Prudential Financial, Inc., 7.375%, Due 6/15/2019		250		309
Simon Property Group LP, 10.35%, Due 4/1/2019E H		300		407
Svenska Handelsbanken AB, 2.875%, Due 4/4/2017		200		209
UBS AG, 5.875%, Due 12/20/2017		552		631
Wachovia Corp., 0.596%, Due 10/15/2016G		850		848
				15,646
Manufacturing - 4.97%
American Honda Finance Corp., 3.875%, Due 9/21/2020D		250		267
Daimler Finance North America LLC,
3.00%, Due 3/28/2016D F		150		156
2.95%, Due 1/11/2017D F		300		312
2.40%, Due 4/10/2017D F		450		463
Dow Chemical Co., 4.125%, Due 11/15/2021		300		317
Ford Motor Credit Co. LLC,
4.25%, Due 2/3/2017F		300		323
5.875%, Due 8/2/2021F		350		406
Hewlett-Packard Co.,
2.20%, Due 12/1/2015		250		256
4.05%, Due 9/15/2022		350		358
Johnson Controls, Inc., 5.00%, Due 3/30/2020		300		333
Northrop Grumman Corp., 5.05%, Due 8/1/2019		150		167
United Technologies Corp., 6.125%, Due 7/15/2038		150		191
Volkswagen International Finance N.V., 1.625%, Due 3/22/2015D		650		657
Xerox Corp.,
8.25%, Due 5/15/2014		150		150
2.95%, Due 3/15/2017		175		183
				4,539
Service - 3.85%
AbbVie, Inc., 2.90%, Due 11/6/2022		300		292
CBS Corp., 3.375%, Due 3/1/2022		500		496
Comcast Corp., 6.55%, Due 7/1/2039		400		509
CVS Caremark Corp., 3.25%, Due 5/18/2015		140		144
McKesson Corp., 3.25%, Due 3/1/2016		140		146
Quest Diagnostics, Inc., 4.75%, Due 1/30/2020		125		135
Thomson Reuters Corp.,
4.70%, Due 10/15/2019		125		138
4.30%, Due 11/23/2023		300		311

See accompanying notes

27

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Time Warner, Inc.,
4.875%, Due 3/15/2020	$	150	$	167
4.75%, Due 3/29/2021		325		359
Viacom, Inc., 4.50%, Due 2/27/2042		350		329
Wal-Mart Stores, Inc., 7.55%, Due 2/15/2030		350		497
				3,523
Telecommunications - 2.90%
America Movil SAB de CV, 6.375%, Due 3/1/2035		275		321
AT&T, Inc., 4.35%, Due 6/15/2045		473		426
Deutsche Telekom International Finance BV, 4.875%, Due 3/6/2042D		250		257
Orange S.A., 2.125%, Due 9/16/2015		125		127
Verizon Communications, Inc.,
4.60%, Due 4/1/2021		340		371
6.90%, Due 4/15/2038		325		409
6.55%, Due 9/15/2043		250		308
Vodafone Group PLC, 6.15%, Due 2/27/2037B		375		434
				2,653
Transportation - 1.57%
Burlington Northern Santa Fe LLC,
5.75%, Due 5/1/2040F		140		164
5.15%, Due 9/1/2043F		300		328
Canadian National Railway Co., 5.55%, Due 5/15/2018		250		283
CSX Corp., 5.50%, Due 4/15/2041		250		287
Norfolk Southern Corp., 5.75%, Due 4/1/2018		325		371
				1,433
Utilities - 1.90%
Consolidated Edison Co. of New York, Inc., 5.50%, Due 12/1/2039		300		347
Electricite de France, 4.60%, Due 1/27/2020D		300		330
MidAmerican Energy Holdings Co., 6.125%, Due 4/1/2036		300		366
Progress Energy, Inc., 4.875%, Due 12/1/2019		350		394
Southwestern Electric Power Co., 3.50%, Due 2/15/2022		300		304
				1,741
Total Corporate Obligations (Cost $29,275)				32,004
FOREIGN GOVERNMENT OBLIGATIONS - 0.60%
Energy - 0.59%
Petrobras International Finance Co., 3.875%, Due 1/27/2016		200		206
Petroleos Mexicanos, 6.00%, Due 3/5/2020		300		338
Total Foreign Government Obligations (Cost $497)				544
ASSET-BACKED OBLIGATIONS - 1.62% (Cost $1,477)
National Credit Union Administration, 0.552%, Due 3/11/2020, 2011 R3 1AG		1,474		1,478
COMMERCIAL MORTGAGE-BACKED OBLIGATIONS - 12.67%
Banc of America Commercial Mortgage Trust,
5.317%, Due 9/10/2047, 2006-5 A2		158		159
5.634%, Due 4/10/2049, 2007-2 A2		41		41
Ginnie Mae REMIC Trust,
1.692%, Due 11/16/2035, 2010-148 A		77		77
2.989%, Due 3/16/2039, 2010-71 AC		67		68
1.45%, Due 4/16/2039, 2013-45 AB		1,935		1,917
2.17%, Due 4/16/2041, 2012 44 A		2,703		2,708
3.20%, Due 11/16/2044, 2011-92 B		2,900		2,991
GS Mortgage Securities Corp II,
3.849%, Due 12/10/2043, 2010-C2 A1D		593		624
3.645%, Due 3/10/2044, 2011-GC3 A2D		750		784
JP Morgan Chase Commercial Mortgage Securities Corp.,
4.678%, Due 7/15/2042, 2005-LDP2 A3A		70		71
3.853%, Due 6/15/2043, 2010-C1 A1D		433		445
4.388%, Due 2/15/2046, 2011-C3 A3D		650		708

See accompanying notes

28

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
5.895%, Due 2/12/2049, 2007-CB19 A4	$	400	$	443
LB-UBS Commercial Mortgage Trust, 5.424%, Due 2/15/2040, 2007-C1 A4		448		491
Wachovia Bank Commercial Mortgage Trust, 5.929%, Due 6/15/2049, 2007-C32 A2		55		57
Total Commercial Mortgage-Backed Obligations (Cost $11,364)				11,584
U.S. AGENCY MORTGAGE-BACKED OBLIGATIONS - 11.94%
Federal Home Loan Mortgage Corporation - 6.32%
5.00%, Due 2/1/2021		136		146
4.50%, Due 4/1/2021		139		148
5.00%, Due 9/1/2035		359		394
5.50%, Due 4/1/2037		89		98
5.00%, Due 3/1/2038		169		184
5.50%, Due 5/1/2038		138		152
0.552%, Due 12/15/2040G		487		488
4.00%, Due 1/1/2041		958		1,003
4.50%, Due 2/1/2041		875		940
3.50%, Due 6/1/2042		2,187		2,222
				5,775
Federal National Mortgage Association - 4.60%
3.50%, Due 1/1/2026		214		226
6.50%, Due 7/1/2032		91		104
5.50%, Due 6/1/2033		142		159
4.50%, Due 9/1/2034		80		87
5.50%, Due 12/1/2035		149		165
5.00%, Due 2/1/2036		122		134
5.50%, Due 4/1/2036		204		226
5.50%, Due 2/1/2037		130		144
6.00%, Due 9/1/2037		78		88
6.00%, Due 1/1/2038		108		120
4.50%, Due 1/1/2040		585		628
4.00%, Due 9/1/2040		459		481
4.00%, Due 1/1/2041		1,568		1,643
				4,205
Government National Mortgage Association - 1.02%
6.00%, Due 2/15/2033		283		326
5.50%, Due 4/15/2033		323		363
5.00%, Due 5/15/2033		222		246
				935
Total U.S. Agency Mortgage-Backed Obligations (Cost $10,436)				10,915
U.S. TREASURY OBLIGATIONS - 11.60%
U.S. Treasury Note/Bond,
0.25%, Due 12/15/2015		1,000		1,000
1.50%, Due 6/30/2016		2,000		2,044
0.875%, Due 1/31/2017		1,000		1,003
0.75%, Due 12/31/2017		600		590
1.375%, Due 9/30/2018		1,000		995
1.25%, Due 2/29/2020		1,000		961
2.00%, Due 2/15/2022		1,500		1,459
2.50%, Due 8/15/2023		1,000		992
6.875%, Due 8/15/2025		250		351
5.25%, Due 11/15/2028		550		694
4.75%, Due 2/15/2037		420		518
Total U.S. Treasury Obligations (Cost $10,443)				10,607
	Shares
SHORT-TERM INVESTMENTS - 1.98% (Cost $1,809)
JPMorgan U.S. Government Money Market Fund, Capital Class		1,808,904		1,809

See accompanying notes

29

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Fair Value
	(000’s)
TOTAL INVESTMENTS - 99.47% (Cost $84,377)	$	90,921
OTHER ASSETS, NET OF LIABILITIES - 0.53%		488
TOTAL NET ASSETS - 100.00%	$	91,409

Percentages are stated as a percent of net assets.

^A  Non-income producing security.

^B  PLC - Public Limited Company.

^C  Non-voting participating shares.

^D  Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $13,093 or 14.32% of net assets. The Fund has no right to demand registration of these securities.

^E  REIT - Real Estate Investment Trust.

^F  LLC - Limited Liability Company.

^G  The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due date on these types of securities reflects the final maturity date.

^H  Limited Partnership.

See accompanying notes

30

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
CORPORATE OBLIGATIONS - 38.29%
Consumer - 0.71%
Altria Group, Inc., 4.75%, Due 5/5/2021	$	390	$	427
Anheuser-Busch InBev Worldwide, Inc., 8.00%, Due 11/15/2039		175		265
ConAgra Foods, Inc., 3.20%, Due 1/25/2023		185		178
Diageo Capital PLC, 1.50%, Due 5/11/2017A		1,075		1,087
Kellogg Co., 1.875%, Due 11/17/2016		200		205
Kraft Foods Group, Inc., 1.625%, Due 6/4/2015		275		278
SABMiller Holdings, Inc., 4.95%, Due 1/15/2042B		400		428
				2,868
Energy - 3.21%
Apache Corp., 5.10%, Due 9/1/2040		200		214
BP Capital Markets PLC, 2.50%, Due 11/6/2022A		740		699
Canadian Natural Resources Ltd.,
3.45%, Due 11/15/2021		550		561
6.25%, Due 3/15/2038		360		441
ConocoPhillips, 6.65%, Due 7/15/2018		825		982
DCP Midstream Operating LP,
2.70%, Due 4/1/2019C		305		307
5.60%, Due 4/1/2044C		305		331
Devon Energy Corp., 4.75%, Due 5/15/2042		400		406
Energy Transfer Partners LP, 4.15%, Due 10/1/2020C		465		486
Enterprise Products Operating LLC, 6.125%, Due 10/15/2039D		390		462
EOG Resources, Inc., 2.50%, Due 2/1/2016		425		437
Halliburton Co., 3.25%, Due 11/15/2021		670		688
Husky Energy, Inc., 3.95%, Due 4/15/2022		690		722
Phillips 66,
1.95%, Due 3/5/2015		355		359
4.30%, Due 4/1/2022		535		572
Plains All American Pipeline LP / PAA Finance Corp., 4.70%, Due 6/15/2044C		305		304
Pride International, Inc., 6.875%, Due 8/15/2020		300		361
Schlumberger Investment S.A., 3.65%, Due 12/1/2023		800		818
Shell International Finance BV, 0.625%, Due 12/4/2015		1,045		1,047
Spectra Energy Capital LLC, 5.65%, Due 3/1/2020D		595		663
Spectra Energy Partners LP, 4.60%, Due 6/15/2021C		235		254
Statoil ASA, 1.95%, Due 11/8/2018		310		311
TransCanada PipeLines Ltd.,
3.75%, Due 10/16/2023		400		408
7.625%, Due 1/15/2039		395		567
6.10%, Due 6/1/2040		290		353
Valero Energy Corp., 9.375%, Due 3/15/2019		170		222
				12,975
Finance - 17.33%
AEGON Funding Co. LLC, 5.75%, Due 12/15/2020D		400		461
Aetna, Inc., 4.75%, Due 3/15/2044		425		441
American Express Co., 4.05%, Due 12/3/2042		438		414
American Express Credit Corp.,
1.75%, Due 6/12/2015		1,160		1,176
1.30%, Due 7/29/2016		475		479
American International Group, Inc.,
6.40%, Due 12/15/2020		800		966
4.875%, Due 6/1/2022		1,000		1,113
Bank of America Corp.,
7.80%, Due 9/15/2016		700		800
2.60%, Due 1/15/2019		535		538
7.625%, Due 6/1/2019		495		611
5.70%, Due 1/24/2022		2,000		2,290
4.125%, Due 1/22/2024		2,500		2,535
5.00%, Due 1/21/2044		1,100		1,138
Bank of New York Mellon Corp.,
2.30%, Due 7/28/2016		870		898
2.20%, Due 3/4/2019		820		820

See accompanying notes

31

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Bank of Nova Scotia, 0.75%, Due 10/9/2015	$	740	$	742
Bank One Corp., 4.90%, Due 4/30/2015		500		521
Barclays Bank PLC,
3.90%, Due 4/7/2015A		380		392
6.75%, Due 5/22/2019A		650		782
Bear Stearns Cos. LLC, 7.25%, Due 2/1/2018D		2,845		3,383
Berkshire Hathaway Finance Corp., 0.95%, Due 8/15/2016		475		478
BNP Paribas S.A., 3.60%, Due 2/23/2016		400		419
Boston Properties LP, 3.125%, Due 9/1/2023C		410		394
Branch Banking & Trust Co., 1.45%, Due 10/3/2016		675		683
Canadian Imperial Bank of Commerce, 2.35%, Due 12/11/2015		850		874
Capital One Financial Corp., 2.15%, Due 3/23/2015		930		944
Citigroup, Inc.,
1.70%, Due 7/25/2016		475		480
4.45%, Due 1/10/2017		1,000		1,080
8.50%, Due 5/22/2019		2,500		3,185
5.875%, Due 1/30/2042		500		584
CNA Financial Corp., 7.35%, Due 11/15/2019		480		591
Deutsche Bank AG, 3.875%, Due 8/18/2014		400		404
ERP Operating LP, 3.00%, Due 4/15/2023C		290		277
Fifth Third Bancorp, 3.625%, Due 1/25/2016		400		419
General Electric Capital Corp.,
0.430%, Due 1/8/2016E		1,300		1,301
5.625%, Due 5/1/2018		375		430
6.00%, Due 8/7/2019		350		413
5.50%, Due 1/8/2020		800		923
5.30%, Due 2/11/2021		250		283
3.15%, Due 9/7/2022		850		850
5.875%, Due 1/14/2038		555		664
Goldman Sachs Group, Inc.,
5.35%, Due 1/15/2016		800		858
6.25%, Due 9/1/2017		800		914
5.95%, Due 1/18/2018		775		881
6.00%, Due 6/15/2020		990		1,144
5.75%, Due 1/24/2022		500		570
HCP, Inc., 5.375%, Due 2/1/2021		500		566
Health Care REIT, Inc.,
4.125%, Due 4/1/2019F		350		376
5.25%, Due 1/15/2022F		395		439
Humana, Inc., 3.15%, Due 12/1/2022		595		578
ING Bank N.V.,
5.125%, Due 5/1/2015B		250		259
3.75%, Due 3/7/2017B		1,500		1,596
JPMorgan Chase & Co.,
0.563%, Due 6/13/2016E		480		478
3.15%, Due 7/5/2016		1,000		1,046
5.50%, Due 10/15/2040		425		480
KeyCorp, 5.10%, Due 3/24/2021		385		435
Liberty Mutual Group, Inc., 5.00%, Due 6/1/2021B		390		428
Lloyds TSB Bank PLC, 4.375%, Due 1/12/2015A B		375		385
Loews Corp., 5.25%, Due 3/15/2016		1,200		1,298
Merrill Lynch & Co. Inc., 6.11%, Due 1/29/2037		360		406
MetLife, Inc., 6.375%, Due 6/15/2034		500		639
Morgan Stanley,
0.706%, Due 10/15/2015E		1,180		1,180
1.75%, Due 2/25/2016		480		486
7.30%, Due 5/13/2019		1,120		1,358
5.625%, Due 9/23/2019		600		684
3.75%, Due 2/25/2023		505		505
National Australia Bank Ltd., 4.375%, Due 12/10/2020B		425		462
Nordea Bank AB, 4.875%, Due 1/27/2020B		450		501
PNC Funding Corp.,
4.25%, Due 9/21/2015		525		551

See accompanying notes

32

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
3.30%, Due 3/8/2022	$	515	$	522
Prudential Financial, Inc., 7.375%, Due 6/15/2019		450		556
Rabobank Nederland, 2.125%, Due 10/13/2015		425		435
Royal Bank of Canada,
1.15%, Due 3/13/2015		295		297
0.625%, Due 12/5/2016		1,320		1,322
Simon Property Group LP,
2.20%, Due 2/1/2019C F		905		909
10.35%, Due 4/1/2019C F		375		509
State Street Corp., 2.875%, Due 3/7/2016		770		802
SunTrust Banks, Inc., 3.50%, Due 1/20/2017		525		556
Svenska Handelsbanken AB, 2.875%, Due 4/4/2017		800		837
Toronto Dominion Bank, 2.625%, Due 9/10/2018		235		242
Trinity Acquisition PLC, 4.625%, Due 8/15/2023A		365		375
UBS AG, 5.875%, Due 12/20/2017		1,163		1,330
UnitedHealth Group, Inc.,
1.625%, Due 3/15/2019		460		449
3.95%, Due 10/15/2042		290		268
US Bancorp,
1.65%, Due 5/15/2017		595		603
1.95%, Due 11/15/2018		495		495
Ventas Realty LP, 5.70%, Due 9/30/2043C		220		253
Wachovia Corp.,
0.596%, Due 10/15/2016E		1,300		1,297
5.75%, Due 2/1/2018		950		1,091
WellPoint, Inc., 4.35%, Due 8/15/2020		775		837
Wells Fargo & Co., 2.15%, Due 1/15/2019		335		336
				70,000
Manufacturing - 6.82%
ABB Finance USA, Inc., 2.875%, Due 5/8/2022		365		359
Altera Corp.,
1.75%, Due 5/15/2017		260		262
2.50%, Due 11/15/2018		255		257
American Honda Finance Corp.,
2.125%, Due 2/28/2017B		1,000		1,022
3.875%, Due 9/21/2020B		500		534
Analog Devices, Inc., 3.00%, Due 4/15/2016		425		442
Apple, Inc., 2.40%, Due 5/3/2023		950		888
Applied Materials, Inc., 2.65%, Due 6/15/2016		545		564
BHP Billiton Finance USA Ltd., 1.625%, Due 2/24/2017		435		442
Caterpillar Financial Services Corp.,
1.10%, Due 5/29/2015		520		524
1.625%, Due 6/1/2017		585		593
Cooper US, Inc., 3.875%, Due 12/15/2020		505		528
Cummins, Inc., 3.65%, Due 10/1/2023		540		555
Daimler Finance North America LLC,
3.00%, Due 3/28/2016B D		190		197
2.95%, Due 1/11/2017B D		2,400		2,500
Delphi Corp., 4.15%, Due 3/15/2024		580		594
Dow Chemical Co.,
4.25%, Due 11/15/2020		395		422
4.125%, Due 11/15/2021		400		423
3.00%, Due 11/15/2022		260		250
Eaton Corp., PLC,
5.60%, Due 5/15/2018A B		380		428
2.75%, Due 11/2/2022A B		265		255
EMC Corp., 1.875%, Due 6/1/2018		750		753
Ford Motor Credit Co. LLC,
4.25%, Due 2/3/2017D		700		753
5.875%, Due 8/2/2021D		600		696
Hewlett-Packard Co.,
2.20%, Due 12/1/2015		425		434

See accompanying notes

33

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
4.05%, Due 9/15/2022	$	350	$	359
Intel Corp.,
1.35%, Due 12/15/2017		745		745
3.30%, Due 10/1/2021		340		350
John Deere Capital Corp.,
1.05%, Due 10/11/2016		475		477
1.30%, Due 3/12/2018		550		544
Johnson Controls, Inc., 5.00%, Due 3/30/2020		480		533
Koninklijke Philips Electronics N.V., 5.75%, Due 3/11/2018		535		612
LYB International Finance BV, 4.00%, Due 7/15/2023		535		554
Nissan Motor Acceptance Corp., 2.35%, Due 3/4/2019B		900		902
Northrop Grumman Corp., 5.05%, Due 8/1/2019		200		223
Nucor Corp., 4.125%, Due 9/15/2022		625		648
Oracle Corp., 1.20%, Due 10/15/2017		600		598
PACCAR Financial Corp., 1.15%, Due 8/16/2016		505		508
Precision Castparts Corp., 0.70%, Due 12/20/2015		340		340
Rio Tinto Finance USA Ltd., 2.50%, Due 5/20/2016		505		522
Teck Resources Ltd., 6.00%, Due 8/15/2040		160		163
Toyota Motor Credit Corp., 2.05%, Due 1/12/2017		480		493
Tyco Electronics Group S.A.,
1.60%, Due 2/3/2015		320		323
6.55%, Due 10/1/2017		365		423
United Technologies Corp.,
1.80%, Due 6/1/2017		1,225		1,246
6.125%, Due 7/15/2038		600		765
Volkswagen International Finance N.V., 1.625%, Due 3/22/2015B		850		859
Xerox Corp.,
8.25%, Due 5/15/2014		190		190
2.95%, Due 3/15/2017		175		183
Xilinx, Inc., 2.125%, Due 3/15/2019		300		298
				27,533
Service - 4.77%
AbbVie, Inc.,
1.75%, Due 11/6/2017		430		433
2.90%, Due 11/6/2022		815		793
Baxter International, Inc., 1.85%, Due 6/15/2018		605		603
Becton Dickinson and Co., 3.25%, Due 11/12/2020		480		493
Cardinal Health, Inc., 3.20%, Due 3/15/2023		590		579
CBS Corp., 3.375%, Due 3/1/2022		1,000		993
Celgene Corp., 5.25%, Due 8/15/2043		240		264
Comcast Corp.,
5.875%, Due 2/15/2018		925		1,061
5.15%, Due 3/1/2020		565		643
6.55%, Due 7/1/2039		800		1,018
Covidien International Finance S.A., 2.80%, Due 6/15/2015		340		348
CVS Caremark Corp., 3.25%, Due 5/18/2015		190		195
DIRECTV Holdings LLC, 6.35%, Due 3/15/2040D		225		250
eBay, Inc., 1.35%, Due 7/15/2017		435		436
Genzyme Corp., 5.00%, Due 6/15/2020		235		264
Gilead Sciences, Inc., 4.80%, Due 4/1/2044		610		642
GlaxoSmithKline Capital PLC, 1.50%, Due 5/8/2017A		1,090		1,100
Home Depot, Inc., 2.70%, Due 4/1/2023		255		244
Lowe’s Companies, Inc., 3.875%, Due 9/15/2023		700		729
MasterCard, Inc., 3.375%, Due 4/1/2024		485		487
McKesson Corp.,
3.25%, Due 3/1/2016		200		209
1.292%, Due 3/10/2017		305		305
3.796%, Due 3/15/2024		600		607
Novartis Capital Corp., 2.90%, Due 4/24/2015		630		646
Quest Diagnostics, Inc., 4.75%, Due 1/30/2020		225		243
Sanofi,
1.25%, Due 4/10/2018		775		764

See accompanying notes

34

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
4.00%, Due 3/29/2021	$	395	$	426
St Jude Medical, Inc., 2.50%, Due 1/15/2016		595		610
Teva Pharmaceutical Finance II, 3.00%, Due 6/15/2015		550		565
Thomson Reuters Corp.,
4.70%, Due 10/15/2019		225		248
4.30%, Due 11/23/2023		400		414
Time Warner, Inc.,
4.875%, Due 3/15/2020		1,090		1,215
4.75%, Due 3/29/2021		350		386
Viacom, Inc., 4.50%, Due 2/27/2042		500		470
Wal-Mart Stores, Inc., 7.55%, Due 2/15/2030		400		568
				19,251
Telecommunications - 2.56%
America Movil SAB de CV, 6.375%, Due 3/1/2035		375		437
AT&T, Inc.,
0.80%, Due 12/1/2015		640		642
5.55%, Due 8/15/2041		1,000		1,067
4.35%, Due 6/15/2045		448		404
Cisco Systems, Inc., 1.10%, Due 3/3/2017		560		561
Deutsche Telekom International Finance BV, 4.875%, Due 3/6/2042B		850		873
Orange S.A., 2.125%, Due 9/16/2015		225		229
Rogers Communications, Inc., 5.00%, Due 3/15/2044		645		660
Verizon Communications, Inc.,
4.60%, Due 4/1/2021		780		852
3.50%, Due 11/1/2021		350		356
5.15%, Due 9/15/2023		240		265
6.40%, Due 9/15/2033		490		591
6.90%, Due 4/15/2038		500		629
6.55%, Due 9/15/2043		850		1,048
Vodafone Group PLC,
1.50%, Due 2/19/2018A		870		863
6.15%, Due 2/27/2037A		760		881
				10,358
Transportation - 0.80%
Burlington Northern Santa Fe LLC,
7.95%, Due 8/15/2030D		320		444
5.75%, Due 5/1/2040D		190		222
5.15%, Due 9/1/2043D		500		547
Canadian National Railway Co., 5.55%, Due 5/15/2018		400		453
CSX Corp.,
3.70%, Due 11/1/2023		730		740
5.50%, Due 4/15/2041		425		488
Norfolk Southern Corp., 5.75%, Due 4/1/2018		300		342
				3,236
Utilities - 2.09%
Consolidated Edison Co. of New York, Inc., 5.50%, Due 12/1/2039		350		405
Duke Energy Indiana, Inc., 6.05%, Due 6/15/2016		450		498
Electricite de France, 4.60%, Due 1/27/2020B		580		639
MidAmerican Energy Holdings Co., 6.125%, Due 4/1/2036		1,000		1,222
National Rural Utilities Cooperative Finance Corp., 5.45%, Due 4/10/2017		505		564
Progress Energy, Inc.,
4.875%, Due 12/1/2019		450		506
4.40%, Due 1/15/2021		1,000		1,084
Sempra Energy, 6.50%, Due 6/1/2016		340		377
Sierra Pacific Power Co., 3.375%, Due 8/15/2023		240		241
Southwestern Electric Power Co., 3.50%, Due 2/15/2022		800		810
Union Electric Co., 6.70%, Due 2/1/2019		510		613
Xcel Energy, Inc., 5.613%, Due 4/1/2017		1,321		1,469
				8,428
Total Corporate Obligations (Cost $147,915)				154,649
FOREIGN GOVERNMENT OBLIGATIONS - 0.46%

See accompanying notes

35

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Energy - 0.46%
Petrobras International Finance Co.,
3.875%, Due 1/27/2016	$	300	$	309
3.50%, Due 2/6/2017		340		348
5.375%, Due 1/27/2021		500		512
6.875%, Due 1/20/2040		245		254
Petroleos Mexicanos, 6.00%, Due 3/5/2020		375		422
Total Foreign Government Obligations (Cost $1,806)				1,845
ASSET-BACKED OBLIGATIONS - 4.20%
Ally Master Owner Trust, 1.21%, Due 6/15/2017, 2012 3 A2		3,500		3,525
Capital Auto Receivables Asset Trust, 1.09%, Due 3/20/2018, 2013-4 A3		980		981
Citibank Credit Card Issuance Trust, 1.11%, Due 7/23/2018, 2013 A3 A3		1,650		1,659
Ford Credit Auto Lease Trust,
0.60%, Due 3/15/2016, 2013-A A3		550		551
0.90%, Due 6/15/2017, 2014 A A4		440		440
Ford Credit Floorplan Master Owner Trust, 1.50%, Due 9/15/2018, 2013-5 A1		1,700		1,718
Hyundai Auto Receivables Trust, 0.79%, Due 7/16/2018, 2014 A A3		550		550
Mercedes Benz Auto Lease Trust,
0.76%, Due 7/15/2019, 2013 B A4		410		411
0.90%, Due 12/16/2019, 2014 A A4		1,405		1,406
National Credit Union Administration,
0.552%, Due 3/11/2020, 2011 R3 1AE		2,304		2,311
0.602%, Due 10/7/2020, 2010 R1 1AE		1,679		1,689
Nissan Master Owner Trust Receivables, 0.622%, Due 5/15/2017, 2012 A AE		1,700		1,704
Total Asset-Backed Obligations (Cost $16,877)				16,945
COMMERCIAL MORTGAGE-BACKED OBLIGATIONS - 8.56%
Banc of America Commercial Mortgage Trust,
5.317%, Due 9/10/2047, 2006-5 A2		223		224
5.634%, Due 4/10/2049, 2007-2 A2		53		54
Bear Stearns Commercial Mortgage Securities,
5.201%, Due 12/11/2038, 2006-PW14 A4		790		861
5.54%, Due 9/11/2041, 2006-PW13 A4		1,285		1,391
Ginnie Mae REMIC Trust,
2.012%, Due 7/16/2035, 2011-144 AB		1,508		1,518
1.692%, Due 11/16/2035, 2010-148 A		110		111
2.174%, Due 7/16/2038, 2011-147 A		2,742		2,765
2.989%, Due 3/16/2039, 2010-71 AC		97		97
1.45%, Due 4/16/2039, 2013-45 AB		2,903		2,876
2.586%, Due 9/16/2039, 2014-31 AB		2,990		3,046
2.17%, Due 4/16/2041, 2012 44 A		5,406		5,416
1.732%, Due 5/16/2042, 2012 70 A		3,356		3,324
2.70%, Due 4/16/2043, 2011-109 AB		2,145		2,188
2.543%, Due 9/16/2044, 2011-96 AC		1,332		1,354
3.20%, Due 11/16/2044, 2011-92 B		2,700		2,785
GS Mortgage Securities Corp II,
3.679%, Due 8/10/2043, 2010-C1 A1B		374		394
3.849%, Due 12/10/2043, 2010-C2 A1B		730		768
3.645%, Due 3/10/2044, 2011-GC3 A2B		750		784
JP Morgan Chase Commercial Mortgage Securities Corp.,
4.678%, Due 7/15/2042, 2005-LDP2 A3A		99		100
3.853%, Due 6/15/2043, 2010-C1 A1B		591		606
4.388%, Due 2/15/2046, 2011-C3 A3B		800		872
5.895%, Due 2/12/2049, 2007-CB19 A4		550		609
JPMBB Commercial Mortgage Securities Trust, 3.157%, Due 7/15/2045, 2013 C12 ASB		935		953
LB-UBS Commercial Mortgage Trust, 5.424%, Due 2/15/2040, 2007-C1 A4		548		601
Wachovia Bank Commercial Mortgage Trust, 5.929%, Due 6/15/2049, 2007-C32 A2		87		89
WF-RBS Commercial Mortgage Trust, 3.66%, Due 3/15/2047, 2014 C19 A3		770		795

See accompanying notes

36

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Total Commercial Mortgage-Backed Obligations (Cost $34,141)			$	34,581
U.S. AGENCY MORTGAGE-BACKED OBLIGATIONS - 16.91%
Federal Home Loan Mortgage Corporation - 3.38%
4.50%, Due 3/1/2019	$	81		86
5.00%, Due 10/1/2020		205		220
3.50%, Due 9/1/2028		3,037		3,201
5.00%, Due 8/1/2033		128		141
5.50%, Due 2/1/2034		171		190
6.00%, Due 8/1/2034		91		103
5.00%, Due 8/1/2035		72		79
5.00%, Due 9/1/2035		180		197
5.50%, Due 4/1/2037		89		98
5.00%, Due 3/1/2038		124		135
5.50%, Due 5/1/2038		173		190
5.50%, Due 6/1/2038		111		122
5.00%, Due 4/1/2040		1,905		2,091
0.552%, Due 12/15/2040E		649		651
4.00%, Due 1/1/2041		905		948
4.50%, Due 2/1/2041		656		705
3.50%, Due 3/1/2042		795		808
3.50%, Due 6/1/2042		3,645		3,701
				13,666
Federal National Mortgage Association - 12.42%
6.50%, Due 2/1/2017		28		29
5.00%, Due 12/1/2017		100		106
4.50%, Due 9/1/2018		230		244
4.00%, Due 8/1/2020		49		52
3.50%, Due 1/1/2026		257		271
4.00%, Due 5/1/2026		182		194
4.00%, Due 6/1/2026		2,086		2,225
3.00%, Due 8/1/2027		673		695
3.00%, Due 11/1/2027		1,317		1,361
3.50%, Due 1/1/2028		3,130		3,299
4.00%, Due 12/1/2033		2,351		2,498
5.00%, Due 3/1/2034		169		187
4.50%, Due 4/1/2034		663		717
5.50%, Due 6/1/2034		108		120
4.50%, Due 9/1/2034		54		58
5.50%, Due 2/1/2035		188		210
5.00%, Due 5/1/2035		2,384		2,624
5.00%, Due 11/1/2035		152		168
5.50%, Due 12/1/2035		115		127
5.00%, Due 2/1/2036		122		134
5.50%, Due 4/1/2036		255		282
6.00%, Due 9/1/2036		48		54
6.50%, Due 12/1/2036		113		128
5.50%, Due 2/1/2037		130		144
6.00%, Due 9/1/2037		118		132
6.00%, Due 1/1/2038		173		193
5.50%, Due 3/1/2038		290		322
5.00%, Due 4/1/2038		119		131
5.50%, Due 6/1/2038		84		93
4.50%, Due 1/1/2040		1,299		1,396
5.00%, Due 5/1/2040		2,915		3,206
5.00%, Due 6/1/2040		1,472		1,617
4.00%, Due 9/1/2040		880		922
4.00%, Due 12/1/2040		3,992		4,184
4.00%, Due 1/1/2041		1,045		1,096
4.00%, Due 2/1/2041		2,949		3,097
5.00%, Due 3/1/2041		1,122		1,234
4.00%, Due 4/1/2041		940		989

See accompanying notes

37

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
4.50%, Due 4/1/2041	$	4,321	$	4,646
4.50%, Due 5/1/2041		663		713
4.50%, Due 8/1/2041		2,593		2,788
4.00%, Due 9/1/2041		2,298		2,409
4.50%, Due 10/1/2041		999		1,079
4.00%, Due 11/1/2041		784		822
3.50%, Due 9/1/2042		939		954
4.00%, Due 11/1/2042		339		355
4.50%, Due 1/1/2043		753		808
4.00%, Due 7/1/2043		972		1,013
				50,126
Government National Mortgage Association - 1.11%
6.50%, Due 3/15/2028		123		141
6.00%, Due 4/15/2031		143		165
6.00%, Due 10/15/2038		612		684
5.50%, Due 2/15/2040		482		535
3.50%, Due 3/15/2043		1,648		1,699
5.50%, Due 2/20/2034		151		170
4.50%, Due 10/20/2040		1,014		1,105
				4,499
Total U.S. Agency Mortgage-Backed Obligations (Cost $67,513)				68,291
U.S. TREASURY OBLIGATIONS - 26.20%
U.S. Treasury Note/Bond,
0.25%, Due 12/15/2015		2,000		1,999
2.00%, Due 4/30/2016		3,575		3,687
1.50%, Due 6/30/2016		7,500		7,662
3.125%, Due 10/31/2016		4,400		4,671
0.875%, Due 1/31/2017		12,315		12,351
0.75%, Due 12/31/2017		5,600		5,509
0.625%, Due 4/30/2018		5,500		5,349
1.375%, Due 9/30/2018		6,000		5,967
1.125%, Due 5/31/2019		6,000		5,826
1.25%, Due 2/29/2020		4,600		4,422
2.00%, Due 11/15/2021		12,235		11,942
2.00%, Due 2/15/2022		21,115		20,541
2.50%, Due 8/15/2023		7,500		7,441
6.875%, Due 8/15/2025		770		1,081
5.25%, Due 11/15/2028		750		947
4.75%, Due 2/15/2037		800		987
4.50%, Due 8/15/2039		1,700		2,032
3.125%, Due 11/15/2041		3,580		3,389
Total U.S. Treasury Obligations (Cost $105,725)				105,803
	Shares
SHORT-TERM INVESTMENTS - 3.83% (Cost $15,482)
JPMorgan U.S. Government Money Market Fund, Capital Class		15,482,237		15,482
TOTAL INVESTMENTS - 98.45% (Cost $389,459)				397,596
OTHER ASSETS, NET OF LIABILITIES - 1.55%				6,276
TOTAL NET ASSETS - 100.00%			$	403,872

Percentages are stated as a percent of net assets.

^A  PLC - Public Limited Company.

^B  Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $15,264 or 3.78% of net assets. The Fund has no right to demand registration of these securities.

See accompanying notes

38

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

^C  Limited Partnership.

^D  LLC - Limited Liability Company.

^E  The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due date on these types of securities reflects the final maturity date.

^F  REIT - Real Estate Investment Trust.

See accompanying notes

39

American Beacon Short-Term Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
CORPORATE OBLIGATIONS - 41.10%
Consumer - 3.40%
Kellogg Co., 1.125%, Due 5/15/2015	$	2,000	$	2,011
SABMiller Holdings, Inc., 1.85%, Due 1/15/2015A		1,000		1,009
SABMiller PLC, 6.50%, Due 7/1/2016A B		1,725		1,923
				4,943
Finance - 17.82%
ABN AMRO Bank N.V., 1.375%, Due 1/22/2016A		1,000		1,008
Bank America Corp., 3.625%, Due 3/17/2016		3,420		3,584
Bear Stearns Cos. LLC, 0.624%, Due 11/21/2016C		3,000		2,989
Citigroup, Inc.,
1.189%, Due 7/25/2016		1,000		1,011
0.916%, Due 11/15/2016		1,000		1,005
0.775%, Due 3/10/2017D		1,000		999
General Electric Capital Corp., 1.50%, Due 7/12/2016		3,000		3,042
Goldman Sachs Group, Inc.,
5.125%, Due 1/15/2015		1,000		1,031
5.35%, Due 1/15/2016		1,000		1,073
3.625%, Due 2/7/2016		1,000		1,046
Morgan Stanley, 3.45%, Due 11/2/2015		3,000		3,114
Svenska Handelsbanken AB, 0.704%, Due 9/23/2016D		3,000		3,015
Wachovia Corp., 0.596%, Due 10/15/2016D		3,000		2,992
				25,909
Manufacturing - 9.41%
American Honda Finance Corp.,
1.00%, Due 8/11/2015A		2,000		2,013
0.730%, Due 10/7/2016		1,000		1,008
Daimler Finance North America LLC,
2.30%, Due 1/9/2015A C		1,000		1,013
0.918%, Due 8/1/2016A C		2,500		2,523
Ford Motor Credit Co. LLC, 4.25%, Due 2/3/2017C		1,000		1,076
Nissan Motor Acceptance Corp., 0.935%, Due 9/26/2016A D		3,000		3,019
Volkswagen International Finance N.V., 1.15%, Due 11/20/2015A		3,000		3,018
				13,670
Service - 5.54%
AbbVie, Inc., 1.20%, Due 11/6/2015		3,000		3,025
McKesson Corp.,
0.635%, Due 9/10/2015D		1,000		1,001
0.95%, Due 12/4/2015		1,000		1,003
Thomson Reuters Corp., 1.30%, Due 2/23/2017		1,000		1,004
Viacom, Inc., 1.25%, Due 2/27/2015		2,000		2,014
				8,047
Telecommunications - 4.22%
AT&T, Inc., 1.144%, Due 11/27/2018		3,000		3,058
British Telecommunications PLC, 1.625%, Due 6/28/2016B		1,000		1,014
Verizon Communications, Inc., 1.763%, Due 9/15/2016		2,000		2,058
				6,130
Transportation - 0.71%
Burlington Northern Santa Fe Corp., 4.875%, Due 1/15/2015		1,000		1,030
Total Corporate Obligations (Cost $59,142)				59,729
ASSET-BACKED OBLIGATIONS - 24.66%
Ally Master Owner Trust, 0.782%, Due 5/15/2016, 2011-3 A1D		2,000		2,000
BMW Vehicle Lease Trust, 0.75%, Due 2/20/2015, 2012-1 A3		433		433
Capital Auto Receivables Asset Trust, 0.92%, Due 9/20/2016, 2013-2 A2		3,500		3,513
Chrysler Capital Auto ReceivablesTrust, 0.91%, Due 4/16/2018, 2013-AA A3A		2,000		2,007
Ford Credit Auto Owner Trust, 0.84%, Due 8/15/2016, 2012-1A A3		866		868
Ford Credit Floorplan Master Owner Trust, 0.85%, Due 1/15/2018, 2013-1 A1		3,000		3,009
GE Dealer Floorplan Master Note Trust, 0.752%, Due 7/20/2016, 2011-1 AD		2,500		2,502
GE Equipment Transportation LLC, 0.62%, Due 7/25/2016, 2012-2 A3C		2,500		2,503
Golden Credit Card Trust, 0.582%, Due 9/15/2018, 2013-2A AA D		3,000		3,012

See accompanying notes

40

American Beacon Short-Term Bond Fund^SM

Schedule of Investments

April 30, 2014 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
National Credit Union Administration,
0.602%, Due 1/8/2020, 2011 R1 1AD	$	4,624	$	4,648
0.552%, Due 2/6/2020, 2011 R2 1AD		1,245		1,249
0.552%, Due 3/11/2020, 2011 R3 1AD		4,569		4,581
1.84%, Due 10/7/2020, 2010-R1 2A		207		209
Nissan Master Owner Trust Receivables, 0.452%, Due 2/15/2018, 2013-A AD		3,500		3,501
Volkswagen Auto Loan Enhanced Trust,
0.87%, Due 7/20/2015, 2012 A A3		624		625
0.85%, Due 8/22/2016, 2012-1 A3		1,180		1,183
Total Asset-Backed Obligations (Cost $35,775)				35,843
COMMERCIAL MORTGAGE-BACKED OBLIGATIONS - 10.20%
Banc of America Commercial Mortgage Trust, 5.634%, Due 4/10/2049, 2007-2 A2		50		50
Ginnie Mae REMIC Trust,
1.864%, Due 8/16/2031, 2010-141 A		1,007		1,011
2.239%, Due 12/16/2031, 2011-1 A		89		90
2.45%, Due 7/16/2032, 2011-109 A		1,866		1,878
2.25%, Due 5/16/2033, 2011-92 A		1,860		1,870
2.25%, Due 8/16/2034, 2011-78 A		1,363		1,373
2.21%, Due 11/16/2034, 2011-16 A		989		992
1.692%, Due 11/16/2035, 2010-148 A		735		737
2.21%, Due 12/16/2035, 2011-31 A		1,451		1,461
2.782%, Due 6/16/2036, 2010-13 AD		686		698
3.069%, Due 6/16/2036, 2010-52 A		419		424
2.161%, Due 11/16/2036, 2011-96 AB		1,194		1,200
2.45%, Due 7/16/2038, 2011-49 A		2,035		2,065
2.989%, Due 3/16/2039, 2010-71 AC		168		169
3.210%, Due 10/16/2039, 2010-22 AB		—		—
JP Morgan Chase Commercial Mortgage Securities Corp., 3.853%, Due 6/15/2043, 2010-C1 A1A		788		808
Total Commercial Mortgage-Backed Obligations (Cost $14,856)				14,827
U.S. TREASURY OBLIGATIONS - 21.87%
2.00%, Due 1/31/2016		5,500		5,662
2.25%, Due 3/31/2016		4,500		4,660
2.00%, Due 4/30/2016		5,000		5,157
1.75%, Due 5/31/2016		5,000		5,134
1.50%, Due 6/30/2016		6,000		6,129
1.00%, Due 10/31/2016		5,000		5,043
Total U.S. Treasury Obligations (Cost $31,764)				31,785
	Shares
SHORT-TERM INVESTMENTS - 0.69% (Cost $1,002)
JPMorgan U.S. Government Money Market Fund, Capital Class		1,002,355		1,002
TOTAL INVESTMENTS - 98.52% (Cost $142,539)				143,186
OTHER ASSETS, NET OF LIABILITIES - 1.48%				2,151
TOTAL NET ASSETS - 100.00%			$	145,337

Percentages are stated as a percent of net assets.

^A  Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $21,353 or 14.69% of net assets. The Fund has no right to demand registration of these securities.

^B  PLC - Public Limited Company.

^C  Limited Liability Company.

^D  The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due date on these types of securities reflects the final maturity date.

See accompanying notes

41

American Beacon Funds^SM

Statements of Assets and Liabilities

April 30, 2014 (Unaudited) (in thousands except share and per share amounts)

	High Yield Bond Fund			Retirement Income and Appreciation Fund			Intermediate Bond Fund			Short-Term Bond Fund
Assets:
Investments in unaffiliated securities, at fair valueA	$	210,705		$	90,921		$	397,596		$	143,186
Dividends and interest receivable		3,515			552			2,278			433
Receivable for investments sold		708			226			1,513			—
Receivable for fund shares sold		615			7			3,950			1,879
Receivable for tax reclaims		11			2			9			1
Receivable for expense reimbursement (Note 2)		2			—			—			1
Prepaid expenses		34			21			36			23
Total assets		215,590			91,729			405,382			145,523
Liabilities:
Payable for investments purchased		3,592			238			1,366			—
Payable for fund shares redeemed		308			10			3			111
Dividends payable		8			—			1			1
Management and investment advisory fees payable		79			20			62			22
Administrative service and service fees payable		30			24			16			10
Transfer agent fees payable		3			1			4			13
Custody and fund accounting fees payable		9			3			8			3
Professional fees payable		19			17			14			16
Trustee fees payable		2			2			9			4
Payable for prospectus and shareholder reports		2			5			27			6
Total liabilities		4,052			320			1,510			186
Net Assets	$	211,538		$	91,409		$	403,872		$	145,337
Analysis of Net Assets:
Paid-in-capital		206,212			82,487			396,035			153,207
Undistributed net investment (loss)		(433	)		(610	)		(40	)		(107	)
Accumulated net realized gain (loss)		2,297			2,988			(260	)		(8,409	)
Unrealized appreciation of investments		3,462			6,544			8,137			646
Net assets	$	211,538		$	91,409		$	403,872		$	145,337
Shares outstanding at no par value (unlimited shares authorized):
Institutional Class		7,926,299			N/A			37,543,128			15,596,658
Y Class		203,358			71,060			11,118			111,920
Investor Class		846,033			8,077,632			159,090			767,419
A Class		178,189			48,070			37,625			125,865
C Class		202,838			175,081			24,984			89,663
AMR Class		13,123,771			N/A			N/A			N/A
Net assets (not in thousands):
Institutional Class	$	74,585,829		$	N/A		$	401,384,648		$	135,799,508
Y Class	$	1,916,173		$	775,275		$	119,349		$	976,213
Investor Class	$	7,967,607		$	88,184,112		$	1,698,793		$	6,684,350
A Class	$	1,679,819		$	526,711		$	401,742		$	1,096,069
C Class	$	1,909,467		$	1,922,509		$	267,146		$	780,980
AMR Class	$	123,478,700		$	N/A		$	N/A		$	N/A

See accompanying notes

42

American Beacon Funds^SM

Statements of Assets and Liabilities

April 30, 2014 (Unaudited) (in thousands except share and per share amounts)

	High Yield Bond Fund		Retirement Income and Appreciation Fund		Intermediate Bond Fund		Short-Term Bond Fund
Net asset value, offering and redemption price per share:
Institutional Class	$	9.41		N/A	$	10.69	$	8.71
Y Class	$	9.42	$	10.91	$	10.73	$	8.72
Investor Class	$	9.42	$	10.92	$	10.68	$	8.71
A Class	$	9.43	$	10.96	$	10.68	$	8.71
C Class	$	9.41	$	10.98	$	10.69	$	8.71
AMR Class	$	9.41		N/A		N/A		N/A
A Cost of investments in unaffiliated securities	$	207,243	$	84,377	$	389,459	$	142,539

See accompanying notes

43

American Beacon Funds^SM

Statements of Operations

For the Six Months Ended April 30, 2014 (Unaudited) (in thousands)

	High Yield Bond Fund			Retirement Income and Appreciation Fund			Intermediate Bond Fund			Short-Term Bond Fund
Investment Income:
Dividend income from unaffiliated securities (net of foreign taxes)A	$	45		$	120		$	1		$	—
Interest income		6,890			1,285			4,866			780
Other Income		38			—			—			—
Total investment income		6,973			1,405			4,867			780
Expenses:
Management and investment advisory fees (Note 2)		428			178			364			141
Administrative service fees (Note 2):
Institutional Class		102			—			90			33
Y Class		3			1			—			1
Investor Class		12			163			3			11
A Class		2			1			1			3
C Class		4			4			1			2
AMR Class		31			—			—			—
Transfer agent fees:
Institutional Class		18			—			7			8
Investor Class		1			3			1			2
AMR Class		3			—			—			—
Custody and fund accounting fees		28			11			24			11
Professional fees		24			21			23			23
Registration fees and expenses		29			23			30			29
Service fees (Note 2):
Y Class		1			—			—			—
Investor Class		10			204			2			9
A Class		1			1			—			1
C Class		1			1			—			1
Distribution fees (Note 2):
A Class		1			1			1			2
C Class		10			10			2			4
Prospectus and shareholder report expenses		18			5			27			13
Trustee fees		6			4			9			5
Other expenses		6			6			23			5
Total expenses		739			637			608			304
Net fees waived and expenses reimbursed (Note 2)		(11	)		(1	)		(2	)		(9	)
Net expenses		728			636			606			295
Net investment income		6,245			769			4,261			485
Realized and unrealized gain (loss) from investments:
Net realized gain (loss) from:
Investments		2,476			3,648			349			373
Change in net unrealized appreciation or (depreciation) of:
Investments		894			(1,543	)		1,230			25
Net gain from investments		3,370			2,105			1,579			398
Net increase in net assets resulting from operations	$	9,615		$	2,874		$	5,840		$	883
A Foreign taxes	$	12		$	—		$	—		$	—

See accompanying notes

44

American Beacon Funds^SM

Statements of Changes in Net Assets (in thousands)

		High Yield Bond Fund						Retirement Income and Appreciation Fund
		Six Months Ended April 30, 2014			Year Ended October 31, 2013			Six Months Ended April 30, 2014			Year Ended October 31, 2013
		(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income		$	6,245		$	11,084		$	769		$	2,392
Net realized gain from investments, futures contracts, and foreign currency transactions			2,476			3,233			3,648			5,348
Change in net unrealized appreciation or (depreciation) from investments, futures contracts, and foreign currency transactions			894			(16	)		(1,543	)		(3,139	)
Net increase in net assets resulting from operations			9,615			14,301			2,874			4,601
Distributions to Shareholders:
Net investment income:
Institutional Class			(2,190	)		(3,331	)		—			—
Y Class			(62	)		(72	)		(13	)		(34	)
Investor Class			(241	)		(489	)		(2,145	)		(3,039	)
A Class			(33	)		(57	)		(10	)		(40	)
C Class			(51	)		(114	)		(25	)		(21	)
AMR Class			(4,256	)		(7,002	)		—			—
Net realized gain from investments:
Institutional Class			(219	)		—			—			—
Y Class			(7	)		—			(20	)		(14	)
Investor Class			(26	)		—			(4,225	)		(969	)
A Class			(4	)		—			(18	)		(8	)
C Class			(7	)		—			(63	)		(12	)
AMR Class			(464	)		—			—			—
Net distributions to shareholders			(7,560	)		(11,065	)		(6,519	)		(4,137	)
Capital Share Transactions:
Proceeds from sales of shares			38,682			126,393			3,311			28,621
Reinvestment of dividends and distributions			7,393			10,673			6,488			4,111
Cost of shares redeemed			(45,386	)		(71,927	)		(48,135	)		(69,036	)
Redemption fees	��		4			52			—			—
Net increase (decrease) in net assets from capital share transactions			693			65,191			(38,336	)		(36,304	)
Net increase (decrease) in net assets			2,748			68,427			(41,981	)		(35,840	)
Net Assets:
Beginning of period			208,790			140,363			133,390			169,230
End of Period *		$	211,538		$	208,790		$	91,409		$	133,390
*Includes undistributed net investment income (loss) of		$	(433	)	$	154		$	(610	)	$	110

See accompanying notes

45

American Beacon Funds^SM

Statements of Changes in Net Assets (in thousands)

	Intermediate Bond Fund						Short-Term Bond Fund
	Six Months Ended April 30, 2014			Year Ended October 31, 2013			Six Months Ended April 30, 2014			Year Ended October 31, 2013
	(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	4,261		$	8,313		$	485		$	1,491
Net realized gain from investments, futures contracts, and foreign currency transactions		349			1,150			373			727
Change in net unrealized appreciation or (depreciation) from investments, futures contracts, and foreign currency transactions		1,230			(14,948	)		25			(1,288	)
Net increase (decrease) in net assets resulting from operations		5,840			(5,485	)		883			929
Distributions to Shareholders:
Net investment income:
Institutional Class		(6,497	)		(9,213	)		(758	)		(2,250	)
Y Class		(2	)		(40	)		(5	)		(14	)
Investor Class		(25	)		(83	)		(27	)		(116	)
A Class		(6	)		(11	)		(5	)		(21	)
C Class		(5	)		(11	)		—			(1	)
Net realized gain from investments:
Institutional Class		(447	)		(4,740	)		—			—
Y Class		—			(55	)		—			—
Investor Class		(2	)		(75	)		—			—
A Class		—			(7	)		—			—
C Class		(1	)		(14	)		—			—
Net distributions to shareholders		(6,985	)		(14,249	)		(795	)		(2,402	)
Capital Share Transactions:
Proceeds from sales of shares		76,932			134,686			23,382			97,841
Reinvestment of dividends and distributions		6,973			14,119			789			2,369
Cost of shares redeemed		(21,390	)		(188,290	)		(41,235	)		(171,773	)
Net increase (decrease) in net assets from capital share transactions		62,515			(39,485	)		(17,064	)		(71,563	)
Net increase (decrease) in net assets		61,370			(59,219	)		(16,976	)		(73,035	)
Net Assets:
Beginning of period		342,502			401,721			162,313			235,348
End of Period *	$	403,872		$	342,502		$	145,337		$	162,313
*Includes undistributed net investment income (loss) of	$	(40	)	$	2,002		$	(107	)	$	(426	)

See accompanying notes

46

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

1. Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”) which is comprised of twenty-eight Funds, is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, (the “Act”) as a diversified, open-end management investment company. These financial statements and notes to the financial statements relate to the American Beacon High Yield Bond Fund, the American Beacon Retirement Income and Appreciation Fund, the American Beacon Intermediate Bond Fund and the American Beacon Short-Term Bond Fund (each a “Fund” and collectively, the “Funds”), each a series of the Trust.

American Beacon Advisors, Inc. (the “Manager”), is a wholly-owned subsidiary of Lighthouse Holdings, Inc. and was organized in 1986 to provide business management, advisory, administrative and asset management consulting services to the Trust and other investors.

Class Disclosure

Each Fund has multiple classes of shares designed to meet the needs of different groups of investors; however, not all Funds offer all classes. The following table sets forth the differences among the classes:

Class:	Offered to:
Institutional Class	Investors making an initial investment of $250,000
Y Class	Investors making an initial investment of $100,000
Investor Class	General public and investors investing through an intermediary
A Class	General public and investors investing through an intermediary with applicable sales charges, which may include a front-end sales charge and a contingent deferred sales charge (“CDSC”)
C Class	General public and investors investing through an intermediary with applicable sales charges, which may include a CDSC
AMR Class	Investors in the tax-exempt retirement and benefit plans of the Manager, AMR Corporation, and its affiliates

Each class offered by the Trust has equal rights as to assets and voting privileges. Income and non-class specific expenses are allocated daily to each class on the basis of the relative net assets. Realized and unrealized capital gains and losses of each class are allocated daily based on the relative net assets of each class of the respective Fund. Class specific expenses, where applicable, currently include administrative service fees, service fees, and distribution fees and vary among the classes as described more fully in Note 2.

Recently Adopted Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. The amendments in the ASU enhance disclosures about offsetting of financial assets and liabilities to enable investors to understand the effect of these arrangements on a fund's financial position. In January 2013, FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The amendments in ASU No. 2013-01 clarify the scope of disclosures required by ASU No. 2011-11. These ASUs are effective for annual periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Funds adopted ASU 2011-11 and 2013-01 effective January 1, 2013. The adoption did not have any impact on the Fund’s financial statements as the accounting standard affects only the disclosure requirements for offsetting financial instruments.

2. Transactions with Affiliates

Management Agreement

The Trust and the Manager are parties to a Management Agreement that obligates the Manager to provide or oversee the provision of all investment advisory, fund management, and securities lending services.

47

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Investment assets of the High Yield Bond, Retirement Income and Appreciation, and Intermediate Bond Funds are managed by one or more investment advisors which have entered into separate investment advisory agreements with the Manager. As compensation for performing the duties required under the Management Agreement, the Manager receives from the High Yield Bond and Retirement Income and Appreciation Funds an annualized fee equal to 0.05% of the average daily net assets plus amounts paid by the Manager to the investment advisors hired by the Manager to direct investment activities of the Funds. The Manager receives an annualized fee of 0.20% of the average daily net assets of the Intermediate Bond Fund and pays a portion of its fee to an investment advisor hired by the Manager to direct investment activities of a portion of the Fund. The Manager is one of the investment advisors of the Retirement Income and Appreciation Fund and receives an annualized fee of 0.15% on the portion of assets managed by the Manager. The Manager serves as the sole investment advisor to the Short-Term Bond Fund. Management fees paid during the six months ended April 30, 2014 were as follows (dollars in thousands):

Fund	Management Fee Rate			Management Fee		Amounts paid to Investment Advisors		Net Amounts Retained by Manager
High Yield Bond		0.42	%	$	428	$	377	$	51
Retirement Income and Appreciation		0.32	%		178		150		28
Intermediate Bond		0.20	%		364		143		221
Short-Term Bond		0.20	%		141		—		141

Administrative Services Agreement

The Manager and the Trust entered into an Administrative Services Agreement which obligates the Manager to provide or oversee administrative services to the Funds. As compensation for performing the duties required under the Administrative Services Agreement, the Manager receives an annualized fee of 0.30% of the average daily net assets of the Institutional, Y, and Investor Classes of each Fund, 0.40% of the average daily net assets of the A and C Classes of each Fund, and 0.05% of the average daily net assets of the AMR Class, except for the Institutional Class of the Intermediate Bond and Short-Term Bond Funds from which the Manager receives a fee of 0.05% of average daily net assets.

Distribution Plans

The Funds, except for the A and C Classes of the Funds, have adopted a “defensive” Distribution Plan (the “Plan”) in accordance with Rule 12b-1 under the Act, pursuant to which no separate fees will be charged to the Funds for distribution purposes. However, the Plan authorizes the management and administrative service fees received by the Manager and the investment advisors hired by the Manager to be used for distribution purposes. Under this Plan, the Funds do not intend to compensate the Manager or any other party, either directly or indirectly, for the distribution of Fund shares.

Separate Distribution Plans (the “Distribution Plans”) have been adopted pursuant to Rule 12b-1 under the Act for the A and C Classes of the Funds. Under the Distribution Plans, as compensation for distribution assistance, the Manager receives an annual fee of 0.25% of the average daily net assets of each A Class and 1.00% of the average daily net assets of each C Class. The fee will be payable without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the Manager for distribution assistance.

Service Plans

The Manager and the Trust entered into Service Plans that obligate the Manager to oversee additional shareholder servicing of the Y, Investor, A, and C Classes. As compensation for performing the duties required under the Service Plans, the Manager receives 0.10% of the average daily net assets of the Y Class, 0.15% of the average daily net assets of the A and C Classes, and up to 0.375% of the average daily net assets of the Investor Class of each Fund.

48

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Interfund Lending Program

Pursuant to an exemptive order by the Securities and Exchange Commission (“SEC”), the Funds, along with other registered investment companies having management contracts with the Manager, may participate in an interfund lending program. This program provides an alternative credit facility allowing the Funds to borrow from other participating Funds. For the six months ended April 30, 2014 the Short-Term Bond Fund participated as a lender and loaned on average $420,574 for 10 days at an average rate of 0.69% and earned $79. This amount is included in interest income on the Statements of Operations.

Expense Reimbursement Plan

The Manager voluntarily and contractually agreed to reimburse the following Funds to the extent that total operating expenses exceeded the Fund’s expense cap. For the period ended April 30, 2014, the Manager reimbursed expenses as follows:

		Expense Caps
Fund	Class	11/1/13 to 2/28/14			3/1/14 to 4/30/14			Reimbursed Expenses		Expiration of Reimbursements
High Yield Bond	Institutional*		0.91	%		0.86	%	$	6,808		2017
High Yield Bond	Y		0.98	%		0.98	%		—		2017
High Yield Bond	Investor		1.09	%		1.09	%		760		2017
High Yield Bond	A		1.12	%		1.12	%		1,249		2017
High Yield Bond	C		1.87	%		1.87	%		2,197		2017
Retirement Income and Appreciation	Y		0.80	%		0.80	%		231		2017
Retirement Income and Appreciation	A		1.14	%		1.14	%		429		2017
Retirement Income and Appreciation	C		1.96	%		1.96	%		591		2017
Intermediate Bond	Y		0.65	%		0.65	%		62		2017
Intermediate Bond	Investor		0.79	%		0.79	%		1,072		2017
Intermediate Bond	A		0.99	%		0.99	%		256		2017
Intermediate Bond	C		1.74	%		1.74	%		331		2017
Short-Term Bond	Y		0.64	%		0.64	%		500		2017
Short-Term Bond	Investor		0.79	%		0.79	%		4,543		2017
Short-Term Bond	A		0.85	%		0.85	%		2,328		2017
Short Term Bond	C		1.60	%		1.60	%		1,449		2017

* Voluntary waiver.

Of these amounts, $1,927, $303, $232, and $1,974 was receivable from the Manager for the six months ended April 30, 2014 for the High Yield Bond, Retirement Income and Appreciation, Intermediate Bond, and Short-Term Bond Funds, respectively. The Funds have adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of fees waived or expenses reimbursed for a period of up to three years. However, reimbursement will occur only if the Class’ average net assets have grown or expenses have declined sufficiently to allow reimbursement without causing its expense ratio to exceed the previously agreed upon contractual expense limit. The reimbursed expenses listed above will expire in 2017. The carryover of excess expenses potentially reimbursable to the Manager are as follows:

Fund	Recovered Expenses		Excess Expense Carryover		Expiration of Reimbursed Expenses
High Yield Bond	$	—	$	5,574		2014
High Yield Bond		—		7,197		2015
High Yield Bond		—		20,750		2016
Retirement Income and Appreciation		—		9,426		2014
Retirement Income and Appreciation		—		12,161		2015
Retirement Income and Appreciation		—		299		2016
Intermediate Bond		—		3,532		2014
Intermediate Bond		—		7,592		2015
Intermediate Bond		—		6,148		2016
Short-Term Bond		—		47,110		2014
Short-Term Bond		—		29,140		2015
Short-Term Bond		—		20,687		2016

49

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

During the six months ended April 30, 2014, the Funds have not recorded a liability for potential reimbursement due to the current assessment that a reimbursement is unlikely.

Sales Commissions

The Funds’ distributor, Foreside Fund Services, LLC (“Foreside”) may receive a portion of A Class sales charges from broker dealers and it may be used to offset distribution related expenses. During the six months ended April 30, 2014, Foreside collected $1,746, $44, and $146 for the High Yield Bond, Retirement Income and Appreciation and Short-Term Bond Funds, respectively from the sale of Class A Shares.

A contingent deferred sales charge (“CDSC”) of 0.50% will be deducted with respect to Class A Shares for the Retirement Income and Appreciation and Short-Term Bond Funds on certain purchases of $250,000 and $1,000,000 for the High Yield Bond and Intermediate Bond Funds or more that are redeemed in whole or part within 12 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 0.50% of the lesser of the original purchase price or the value of the redemption of the Class A Shares redeemed. During the six months ended April 30, 2014, there were no CDSC fees collected for the Funds.

A contingent deferred sales charge (“CDSC”) of 1.00% will be deducted with respect to Class C Shares redeemed within 12 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 1.00% of the lesser of the original purchase price or the value of the redemption of the Class C Shares redeemed. During the six months ended April 30, 2014, CDSC fees of $199, $281 and $81 were collected for the High Yield Bond, Retirement Income and Appreciation and Intermediate Bond Funds, respectively.

3. Security Valuation and Fair Value Measurements

Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally 4 p.m. ET, each day that the Exchange is open for business. Equity securities, including exchange-traded funds (“ETFs”) for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade.

Debt securities (other than short-term securities) normally are valued on the basis of prices provided by an independent pricing service and may take into account appropriate factors such as institution-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The prices of debt securities may be determined using quotes obtained from brokers.

Investments in open-end mutual funds are valued at the closing net asset value (“NAV”) per share of the mutual fund on the day of valuation. Investment grade short-term obligations with 60 days or less to maturity are valued using the amortized cost method, which approximates fair value.

Securities for which market prices are not readily available or are not reflective of the fair value of the security, as determined by the Manager, will be priced at fair value following procedures approved by the Trust’s Board of Trustees (the “Board”).

Other investments, including restricted securities, and those financial instruments for which the above valuation procedures are inappropriate or are deemed not to reflect fair value are stated at fair value as determined in good faith by the Valuation Committee, established by the Fund’s Board.

50

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Valuation Inputs

Various inputs may be used to determine the fair value of the Funds’ investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1 – Quoted prices in active markets for identical securities.

Level 2 – Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others. Level 2 securities are fixed-income securities that are valued using observable inputs as stated above.

Level 3 – Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Level 1 and Level 2 trading assets and trading liabilities, at fair value

Fixed income securities including corporate, convertible and municipal bonds and notes, U.S. government agencies, U.S. Treasury obligations, sovereign issues, bank loans, convertible preferred securities, and non-U.S. bonds are normally valued by pricing service providers that use broker dealer quotations, reported trades or valuation estimates from their internal pricing models. The service providers’ internal models use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates, and quoted prices for similar assets. Securities that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

Fixed income securities purchased on a delayed-delivery basis are marked to market daily until settlement at the forward settlement date are categorized as Level 2 of the fair value hierarchy.

Mortgage-related and asset-backed securities are usually issued as separate tranches, or classes, of securities within each deal. These securities are also normally valued by pricing service providers that use broker dealer quotations or valuation estimates from their internal pricing models. The pricing models for these securities usually consider tranche-level attributes, current market data, estimated cash flows, and market-based yield spreads for each tranche, and incorporate deal collateral performance, as available. Mortgage-related and asset-backed securities that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

Common stocks, exchange-traded funds and financial derivative instruments, such as futures contracts that are traded on a national securities exchange, are stated at the last reported sale or settlement price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level 1 of the fair value hierarchy. Valuation adjustments may be applied to certain securities that are solely traded on a foreign exchange to account for the market movement between the close of the foreign market and the close of the Exchange. These securities are valued using pricing service providers that consider the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments. Securities using these valuation adjustments are categorized as Level 2 of the fair value hierarchy. Preferred securities and other equities traded on inactive markets or valued by reference to similar instruments are also categorized as Level 2 of the fair value hierarchy.

Investments in registered open-end investment management companies will be valued based upon the NAVs of such investments and are categorized as Level 1 of the fair value hierarchy. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost which approximates fair value. These investments are categorized as Level 2 of the fair value hierarchy.

51

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

The Funds’ investments are summarized by level based on the inputs used to determine their values. U.S. Generally Accredited Accounting Principles (“U.S. GAAP”) also requires all transfers between any levels to be disclosed. The end of period timing recognition has been adopted for the transfers between levels of each Fund’s assets and liabilities. As of April 30, 2014, the investments were classified as described below (in thousands):

High Yield Bond	Level 1		Level 2		Level 3		Total
Convertible Preferred Stocks	$	—	$	—	$	61	$	61
Common Stocks		414		54		28		496
Rights		—		79		—		79
Preferred Stocks		874		—		—		874
Convertible Obligations		—		307		—		307
Corporate Obligations		—		200,414		—		200,414
Short-Term Investments - Money Market Funds		8,474		—		—		8,474
Total Investments in Securities	$	9,762	$	200,854	$	89	$	210,705
Retirement Income and Appreciation	Level 1		Level 2		Level 3		Total
Common Stock	$	3,755	$	—	$	—	$	3,755
Preferred Stocks		2,515		553		—		3,068
Convertible Obligations		—		15,157		—		15,157
Corporate Obligations		—		32,004		—		32,004
Foreign Government Obligations		—		544		—		544
Asset-Backed Obligations		—		11,584		—		11,584
Commercial Mortgage-Backed Obligations		—		1,478		—		1,478
U.S. Agency Mortgage-Backed Obligations		—		10,915		—		10,915
U.S. Treasury Obligations		—		10,607		—		10,607
Short-Term Investments - Money Market Funds		1,809		—		—		1,809
Total Investments in Securities	$	8,079	$	82,842	$	—	$	90,921
Intermediate Bond	Level 1		Level 2		Level 3		Total
Corporate Obligations	$	—	$	154,649	$	—	$	154,649
Foreign Government Obligations		—		1,845		—		1,845
Asset-Backed Obligations		—		16,945		—		16,945
Commercial Mortgage-Backed Obligations		—		34,581		—		34,581
U.S. Agency Mortgage-Backed Obligations		—		68,291		—		68,291
U.S. Treasury Obligations		—		105,803		—		105,803
Short-Term Investments - Money Market Funds		15,482		—		—		15,482
Total Investments in Securities	$	15,482	$	382,114	$	—	$	397,596
Short-Term Bond	Level 1		Level 2		Level 3		Total
Corporate Obligations	$	—	$	59,729	$	—	$	59,729
Asset-Backed Obligations		—		35,843		—		35,843
Commercial Mortgage-Backed Obligations		—		14,827		—		14,827
U.S. Treasury Obligations		—		31,785		—		31,785
Short-Term Investments - Money Markets Funds		1,002		—		—		1,002
Total Investments in Securities	$	1,002	$	142,184	$	—	$	143,186

During the six months ended April 30, 2014, the High Yield Bond Fund transferred a security valued at $54,000 from Level 3 to Level 2 of the valuation hierarchy and the Retirement Income and Appreciation Fund transferred a security valued at $235,471 from Level 1 to Level 2 of the value hierarchy.

The following is a reconciliation of Level 3 assets of the High Yield Bond Fund for which significant unobservable inputs were used to determine fair value. Transfers in or out of Level 3 represent the ending value of any security or instrument where a change in the level has occurred from the beginning to the end of the period (in thousands):

52

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

	Common Stocks			Rights		Preferred Stocks		Convertible Preferred Stocks		Convertible Obligations		Corporate Obligations		Foreign Government Obligations		Short Term Investments		Totals
Balance as of October 31, 2013	$	127		$	—	$	45	$	—	$	—	$	—	$	—	$	—	$	172
Realized gain (loss)		(52	)		—		—		—		—		—		—		—		(52	)
Change in unrealized appreciation or (depreciation)		7			—		16		—		—		—		—		—		23
Purchases		—			—		—		—		—		—		—		—		—
Sales		—			—		—		—		—		—		—		—		—
Transfer into Level 3		—			—		—		—		—		—		—		—		—
Transfer out of Level 3		(54	)		—		—		—		—		—		—		—		(54	)
Balance as of April 30, 2014		28			—		61		—		—		—		—		—		89
Change in unrealized at period end*	$	7		$	—	$	16	$	—	$	—	$	—	$	—	$	—	$	23

	Common Stocks		Convertible Preferred Stock
Ending Balance as of 4/30/2014	$	28	$	61
Valuation Technique		Indicative bid quote		Indicative bid quote
Unobservable Inputs		Broker Quote		Broker Quote
Input Value(s)	$	1,265	$	1,265

* Change in unrealized appreciation or (depreciation) attributable to Level 3 securities held at period end. This balance is included in the change in unrealized appreciation or (depreciation) on the Statements of Operations.

Security Transactions and Investment Income

Security transactions are recorded on the trade date of the security purchase or sale. The Funds may purchase securities with delivery or payment to occur at a later date. At the time the Funds enter into a commitment to purchase a security, the transaction is recorded, and the value of the security is reflected in the NAV. The value of the security may vary with market fluctuations.

Dividend income, net of foreign taxes, is recorded on the ex-dividend date, except certain dividends from foreign securities which are recorded as soon as the information is available to the Funds. Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. For financial and tax reporting purposes, realized gains and losses are determined on the basis of specific lot identification.

Dividends to Shareholders

Dividends from net investment income of the Funds generally will be declared daily and paid monthly. Distributions, if any, of net realized capital gains are generally paid at least annually and recorded on the ex-dividend date.

Commission Recapture

The Funds have established brokerage commission recapture arrangements with certain brokers or dealers. If a Fund’s investment advisor chooses to execute a transaction through a participating broker, the broker rebates a portion of the commission back to the Fund. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the Fund. These amounts are reported with the net realized gains in the Fund’s Statement of Operations.

53

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

Allocation of Income, Expenses, Gains, and Losses

Income, expenses (other than those attributable to a specific class), gains, and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimated.

Redemption Fees

The High Yield Bond Fund imposes a 2% redemption fee on shares held for less than 90 days. The fee is deducted from the redemption proceeds and is intended to offset the trading costs, market impact, and other costs associated with short-term trading activity in the Fund. The “first-in, first-out” method is used to determine the holding period. The fee is allocated to all classes of the Fund pro-rata based on their respective net assets.

Other

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. In the normal course of business, the Trust enters into contracts that provide indemnification to the other party or parties against potential costs or liabilities. The Trust’s maximum exposure under these arrangements is dependent on claims that may be made in the future and, therefore, cannot be estimated. The Trust has had no prior claims or losses pursuant to any such agreement.

4. Securities and Other Investments

Payment In-Kind Securities

Certain Funds may invest in payment in-kind securities. Payment in-kind securities give the issuer the option at each interest payment date of making interest payments in either cash or additional debt securities. Those additional debt securities usually have the same terms, including maturity dates and interest rates, and associated risks as the original bonds. The daily market quotations of the original bonds may include the accrued interest (referred to as a dirty price) and require a pro-rata adjustment from the unrealized appreciation or depreciation on investment to interest receivable in the Statements of Assets and Liabilities.

Restricted Securities

Certain Funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities may be sold privately, but are required to be registered or exempted from such registration before being sold to the public. Private placement securities are generally considered to be restricted except for those securities traded between qualified institutional investors under the provisions of Rule 144A of the Securities Act of 1933. Disposal of restricted securities may involve time-consuming negotiations and expenses, and prompt sale at an acceptable price may be difficult to achieve. Restricted securities outstanding at the period ended April 30, 2014 are disclosed in the Notes to the Schedules of Investments.

54

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

High-Yield Securities

Non-investment-grade securities are rated below the four highest credit grades by at least one of the public rating agencies (or are unrated if not publicly rated). Participation in high-yielding securities transactions generally involves greater returns in the form of higher average yields. However, participation in such transactions involves greater risks, including sensitivity to economic changes, solvency, and relative liquidity in the secondary trading market. Lower ratings may reflect a greater possibility that the financial condition of the issuer, or adverse changes in general economic conditions, or both, may impair the ability of the issuer to make payments of interest and principal. The prices and yields of lower-rated securities generally fluctuate more than higher-quality securities, and such prices may decline significantly in periods of general economic difficulty or rising interest rates.

Real Estate Investment Trusts

The Funds may own shares of real estate investment trusts (“REITs”) which report information on the source of their distributions annually. The Funds re-characterize distributions received from REIT investments based on information provided by the REITs into the following categories: ordinary income, long-term capital gains, and return of capital. If information is not available on a timely basis from the REITs, the re-characterization will be estimated based on available information, which may include the previous year allocation. If new or additional information becomes available from the REITs at a later date, a re-characterization will be made the following year. These re-characterizations are not recorded for financial statement purposes, but as an adjustment to the calculation of taxable income.

Other Investment Company Securities and Other Exchange Traded Products

The Funds may invest in shares of other investment companies, including open-end funds, closed-end funds, business development companies, ETFs, exchange-traded notes (“ETNs”), unit investment trusts, and other investment companies of the Trust. The Funds may invest in investment company securities advised by the Manager or a sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear a Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Investments in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.

Mortgage-Related and Other Asset-Backed Securities

The Retirement Income and Appreciation, Intermediate Bond and Short-Term Bond Funds may invest in mortgage or other asset-backed securities (“ABS”). These securities may include mortgage instruments issued by U.S. government agencies (“agency mortgages”) or those issued by private entities (“non-agency mortgages”). Specific types of instruments may include mortgage pass-through securities, collateralized mortgage obligations (“CMOs”), commercial mortgage-backed securities, mortgage dollar rolls, CMO residuals, stripped mortgage-backed securities and other securities that directly or indirectly represent a participation in, or are secured by a payable from, mortgage loans on real property. The value of the Fund’s mortgage-backed securities (“MBS”) may be affected by, among other things, changes or perceived changes in interest rates, factors concerning the interests in and structure of the issuer or the originator of the mortgage, or the quality of the underlying assets. The mortgages underlying the securities may default or decline in quality or value. Through its investments in MBS, a Fund has exposure to subprime loans, Alt-A loans and non-conforming loans as well as to the mortgage and credit markets generally. Underlying collateral related to subprime, Alt-A and non-conforming mortgage loans has become increasingly susceptible to defaults and declines in quality or

55

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

value, especially in a declining residential real estate market. In addition, regulatory or tax changes may adversely affect the mortgage securities markets as a whole.

Mortgage-Backed Securities

MBS often have stated maturities of up to thirty years when they are issued, depending upon the length of the mortgages underlying the securities. In practice however, unscheduled or early payments of principal and interest on the underlying mortgages may make the securities’ effective maturity shorter than this, and the prevailing interest rates may be higher or lower than the current yield of the Fund’s portfolio at the time resulting in reinvestment risk.

Rising or high interest rates may result in slower than expected principal payments which may tend to extend the duration of MBS, making them more volatile and more sensitive to changes in interest rates. This is known as extension risk.

MBS may have less potential for capital appreciation than comparable fixed income securities due to the likelihood of increased prepayments of mortgages resulting from foreclosures or declining interest rates. These foreclosed or refinanced mortgages are paid off at face value (par) or less, causing a loss, particularly for any investor who may have purchased the security at a premium or a price above par. In such an environment, this risk limits the potential price appreciation of these securities.

Agency Mortgage-Backed Securities

Certain MBS may be issued or guaranteed by the U.S. government or a government sponsored entity, such as Fannie Mae (the Federal National Mortgage Association) or Freddie Mac (the Federal Home Loan Mortgage Corporation). Although these instruments may be guaranteed by the U.S. government or a government sponsored entity, many such MBS are not backed by the full faith and credit of the United States and are still exposed to the risk of non-payment.

Privately Issued Mortgage-Backed Securities

MBS held by a Fund may be issued by private issuers including commercial banks, savings associations, mortgage companies, investment banking firms, finance companies and special purpose finance entities (called special purpose vehicles or SPVs) and other entities that acquire and package mortgage loans for resale as MBS. These privately issued non-agency MBS may offer higher yields than those issued by government agencies, but also may be subject to greater price changes than governmental issues. Subprime loans refer to loans made to borrowers with weakened credit histories or with a lower capacity to make timely payments on their loans. Alt-A loans refer to loans extended to borrowers who have incomplete documentation of income, assets, or other variables that are important to the credit underwriting processes. Non-conforming mortgages are loans that do not meet the standards that allow purchase by government-sponsored enterprises. MBS with exposure to subprime loans, Alt-A loans or non-conforming loans have had in many cases higher default rates than those loans that meet government underwriting requirements. The risk of non-payment is greater for MBS that are backed by mortgage pools that contain subprime, Alt-A and non-conforming loans, but a level of risk exists for all loans.

Unlike agency MBS issued or guaranteed by the U.S. government or a government-sponsored entity (e.g., Fannie Mae (the Federal National Mortgage Association) and Freddie Mac (the Federal Home Loan Mortgage Corporation), MBS issued by private issuers do not have a government or government-sponsored entity guarantee, but may have credit enhancements provided by external entities such as banks or financial institutions or achieved through the structuring of the transaction itself. Examples of such credit support arising out of the structure of the transaction include the issue of senior and subordinated securities (e.g., the issuance of securities by an SPV in multiple classes or “tranches,” with one or more classes being senior to other subordinated classes as to the payment of principal and interest, with the result that defaults on the

56

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

underlying mortgage loans are borne first by the holders of the subordinated class); creation of “reserve funds” (in which case cash or investments, sometimes funded from a portion of the payments on the underlying mortgage loans, are held in reserve against future losses); and “overcollateralization” (in which case the scheduled payments on, or the principal amount of, the underlying mortgage loans exceeds that required to make payment on the securities and pay any servicing or other fees). However, there can be no guarantee that credit enhancements, if any, will be sufficient to prevent losses in the event of defaults on the underlying mortgage loans. In addition, MBS that are issued by private issuers are not subject to the underwriting requirements for the underlying mortgages that are applicable to those MBS that have a government or government-sponsored entity guarantee. As a result, the mortgage loans underlying private MBS may, and frequently do, have less favorable collateral, credit risk or other underwriting characteristics than government or government-sponsored MBS and have wider variances in a number of terms including interest rate, term, size, purpose and borrower characteristics. Privately issued pools more frequently include second mortgages, high loan-to-value mortgages and manufactured housing loans. The coupon rates and maturities of the underlying mortgage loans in a private-label MBS pool may vary to a greater extent than those included in a government guaranteed pool, and the pool may include subprime mortgage loans.

Privately issued MBS are not traded on an exchange and there may be a limited market for the securities, especially when there is a perceived weakness in the mortgage and real estate market sectors. Without an active trading market, MBS held in the Fund’s portfolio may be particularly difficult to value because of the complexities involved in assessing the value of the underlying mortgage loans.

Asset-Backed Securities

ABS may include MBS, loans, receivables or other assets. The value of the Fund’s ABS may be affected by, among other things, actual or perceived changes in interest rates, factors concerning the interests in and structure of the issuer or the originator of the receivables, the market’s assessment of the quality of underlying assets or actual or perceived changes in the credit worthiness of the individual borrowers, the originator, the servicing agent or the financial institution providing the credit support.

Payment of principal and interest may be largely dependent upon the cash flows generated by the assets backing the securities.

Rising or high interest rates tend to extend the duration of ABS, making them more volatile and more sensitive to changes in interest rates. The underlying assets are sometimes subject to prepayments which can shorten the security’s weighted average life and may lower its return. Defaults on loans underlying ABS have become an increasing risk for ABS that are secured by home equity loans related to sub-prime, Alt-A or non-conforming mortgage loans, especially in a declining residential real estate market.

ABS (other than MBS) present certain risks that are not presented by MBS. Primarily, these securities may not have the benefit of any security interest in the related assets. Credit card receivables are generally unsecured and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. There is the possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities. ABS are often backed by a pool of assets representing the obligations of a number of different parties. To lessen the effect of failures by obligors on underlying assets to make payments, the securities may contain elements of credit support which fall into two categories: (i) liquidity protection, and (ii) protection against losses resulting from ultimate default by an obligor on the underlying assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets, to ensure that the receipt of payments on the underlying pool occurs in a timely fashion. Protection against losses results from payment of the insurance obligations on at least a portion of the assets in the pool. This protection may be provided through guarantees, policies or letters of credit obtained by the issuer or sponsor from third parties, through various means of structuring the transaction or through a combination of such approaches. The Fund will not pay any additional or separate fees

57

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

for credit support. The degree of credit support provided for each issue is generally based on historical information respecting the level of credit risk associated with the underlying assets.

Delinquency or loss in excess of that anticipated or failure of the credit support could adversely affect the return on an investment in such a security. The availability of ABS may be affected by legislative or regulatory developments. It is possible that such developments may require the Fund to dispose of any then existing holdings of such securities.

5. Federal Income and Excise Taxes

It is the policy of each Fund to qualify as a regulated investment company (“RIC”), by complying with all applicable provisions of Subchapter M of the Internal Revenue Code, as amended, and to make distribution of taxable income sufficient to relieve it from substantially all federal income and excise taxes. For federal income tax purposes, each Fund is treated as a single entity for the purpose of determining such qualification.

The Funds do not have any unrecognized tax benefits in the accompanying financial statements. Each of the tax years for the periods ended October 31, 2010, 2011, 2012, and 2013 remain subject to examination by the Internal Revenue Service. If applicable, the Funds recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statements of Operations.

Dividends are categorized in accordance with income tax regulations which may treat certain transactions differently than U.S. GAAP. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

The tax character of distributions paid were as follows (in thousands):

	High Yield Bond				Retirement Income and Appreciation
	Six Months Ended April 30, 2014		Year Ended October 31, 2013		Six Months Ended April 30, 2014		Year Ended October 31, 2013
	(unaudited)				(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	2,190	$	3,331	$	—	$	—
Y Class		62		72		13		34
Investor Class		241		489		2,145		3,039
A Class		33		57		10		40
C Class		51		114		25		21
AMR Class		4,256		7,002		—		—
Long-term capital gain
Institutional Class		219		—		—		—
Y Class		7		—		20		14
Investor Class		26		—		4,225		969
A Class		4		—		18		8
C Class		7		—		63		12
AMR Class		464		—		—		—
Total distributions paid	$	7,560	$	11,065	$	6,519	$	4,137

58

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

	Intermediate Bond				Short-Term Bond
	Six Months Ended April 30, 2014		Year Ended October 31, 2013		Six Months Ended April 30, 2014		Year Ended October 31, 2013
	(unaudited)				(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	6,497	$	11,487	$	758	$	2,250
Y Class		2		66		5		14
Investor Class		25		119		27		116
A Class		6		14		5		21
C Class		5		18		—		1
Long-term capital gains
Institutional Class		447		2,466		—		—
Y Class		—		29		—		—
Investor Class		2		39		—		—
A Class		—		4		—		—
C Class		1		7		—		—
Total distributions paid	$	6,985	$	14,249	$	795	$	2,402

* For tax purposes, short-term capital gains are considered ordinary income distributions.

As of April 30, 2014, the components of distributable earnings or (deficits) on a tax basis were as follows (in thousands):

	High Yield Bond			Retirement Income and Appreciation			Intermediate Bond			Short-Term Bond
Cost basis of investments for federal income tax purposes	$	208,222		$	86,169		$	392,184		$	140,091
Unrealized appreciation		7,861			6,473			9,589			550
Unrealized depreciation		(5,378	)		(1,720	)		(4,177	)		(455	)
Net unrealized appreciation		2,483			4,753			5,412			95
Undistributed ordinary income		821			2,134			2,168			446
Accumulated long-term gain or (loss)		2,030			2,036			258			(8,410	)
Other temporary differences		(8	)		(1	)		(1	)		(1	)
Distributable earnings or (deficits)	$	5,326		$	8,922		$	7,837		$	(7,870	)

Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The temporary differences between financial reporting and tax-basis reporting of unrealized appreciation or (depreciation) are attributable primarily to the tax deferral of losses from wash sales, book amortization for premiums, dividends payable and income adjustments associated with contingent payment debt instruments.

Due to inherent differences in the recognition of income, expenses, and realized gains or (losses) under U.S. GAAP and federal income tax regulations, permanent differences between book and tax reporting have been identified and appropriately reclassified on the Statements of Assets and Liabilities. Accordingly, the following amounts represent current year permanent differences derived from book amortization of premium, pay down reclasses, income adjustments associated with contingent payment debt instruments, and dividends that have been reclassified as of April 30, 2014 (in thousands):

	High Yield Bond			Retirement Income and Appreciation			Intermediate Bond			Short-Term Bond
Paid-in-capital	$	1		$	(94	)	$	—		$	1
Undistributed net investment income		1			704			232			629
Accumulated net realized gain or (loss)		(2	)		(610	)		(232	)		(630	)
Unrealized appreciation or (depreciation) of investments		—			—			—			—

Under the Regulated Investment Company Modernization Act of 2010 (the “RIC MOD”), net capital losses recognized by the Funds in taxable years beginning after December 22, 2010 are carried forward

59

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

indefinitely and retain their character as short-term and/or long-term losses. Prior to RIC MOD, net capital losses incurred by the Funds were carried forward for eight years and treated as short-term losses. RIC MOD requires that post-enactment net capital losses be used before pre-enactment net capital losses.

Losses incurred that will be carried forward under the provisions of the Act for the six months ended April 30, 2014 are as follows (in thousands):

	Loss Carryforward Character
Fund	Short-Term		Long Term		Total
Short-Term Bond		96		633		729

As of April 30, 2014 the capital loss carryforward positions prior to the provisions of RIC MOD that may be applied against any realized net taxable gains in each succeeding year or until their expiration dates, whichever occurs first, are as follows (in thousands):

Fund	2014		2015		2016		2017		Total
Short-Term Bond		2,015		467		5,198		—		7,680

6. Investment Transactions

The aggregate cost of purchases and proceeds from sales and maturities of long-term investments during the year ended April 30, 2014 were as follows (in thousands):

	High Yield Bond		Retirement Income and Appreciation		Intermediate Bond		Short-Term Bond
Purchases (excluding U.S. government securities)	$	80,966	$	23,184	$	100,967	$	33,268
Sales and maturities (excluding U.S. government securities)		78,193		66,950		46,410		51,481
Purchases of U.S. government securities		—		7,482		55,033		21,639
Sales and maturities of U.S. government securities		—		14,892		15,507		17,111

7. Capital Share Transactions

The tables below summarize the activity in capital shares for each Class of the Funds (shares and dollars in thousands):

For the Six months Ended April 30, 2014

	Institutional Class						Y Class						Investor Class
High Yield Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		1,833		$	17,120			63		$	584			128		$	1,199
Redemption Fees		—			1			—			—			—			—
Reinvestment of dividends		248			2,316			4			39			27			250
Shares redeemed		(906	)		(8,468	)		(79	)		(733	)		(126	)		(1,177	)
Net increase (decrease) in shares outstanding		1,175		$	10,969			(12	)	$	(110	)		29		$	272
	A Class						C Class						AMR Class
High Yield Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		92		$	866			60		$	559			1,967		$	18,354
Redemption Fees		—			—			—			—			—			3
Reinvestment of dividends		4			33			4			35			507			4,720
Shares redeemed		(22	)		(203	)		(61	)		(568	)		(3,690	)		(34,237	)
Net increase (decrease) in shares outstanding		74		$	696			3		$	26			(1,216	)	$	(11,160	)

60

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

	Y Class						Investor Class						A Class
Retirement Income and Appreciation Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		17		$	190			262		$	2,858			1		$	6
Reinvestment of dividends		3			32			591			6,358			2			25
Shares redeemed		(4	)		(40	)		(4,392	)		(47,474	)		(30	)		(341	)
Net increase (decrease) in shares outstanding		16		$	182			(3,539	)	$	(38,258	)		(27	)	$	(310	)

	C Class
Retirement Income and Appreciation Fund	Shares			Amount
Shares sold		23		$	257
Reinvestment of dividends		7			73
Shares redeemed		(25	)		(280	)
Net increase in shares outstanding		5		$	50

	Institutional Class						Y Class						Investor Class
Intermediate Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		7,185		$	76,641			—		$	1			25		$	262
Reinvestment of dividends		653			6,941			—			1			2			25
Shares redeemed		(1,924	)		(20,480	)		(6	)		(64	)		(31	)		(332	)
Net increase (decrease) in shares outstanding		5,914		$	63,102			(6	)	$	(62	)		(4	)	$	(45	)

	A Class						C Class
Intermediate Bond Fund	Shares			Amount			Shares			Amount
Shares sold		2		$	19			1		$	9
Reinvestment of dividends		—			2			—			4
Shares redeemed		(3	)		(38	)		(45	)		(476	)
Net (decrease) in shares outstanding		(1	)	$	(17	)		(44	)	$	(463	)

	Institutional Class						Y Class						Investor Class
Short-Term Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		2,609		$	22,712			7		$	60			46		$	402
Reinvestment of dividends		87			757			—			1			3			26
Shares redeemed		(4,395	)		(38,260	)		(30	)		(259	)		(143	)		(1,246	)
Net (decrease) in shares outstanding		(1,699	)	$	(14,791	)		(23	)	$	(198	)		(94	)	$	(818	)

	A Class						C Class
Short-Term Bond Fund	Shares			Amount			Shares			Amount
Shares sold		13		$	112			11		$	96
Reinvestment of dividends		1			5			—			—
Shares redeemed		(149	)		(1,292	)		(21	)		(178	)
Net (decrease) in shares outstanding		(135	)	$	(1,175	)		(10	)	$	(82	)

For the Year Ended October 31, 2013

	Institutional Class						Y Class						Investor Class
High Yield Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		2,942		$	27,146			259		$	2,378			290		$	2,667
Redemption Fees		—			16			—			1			—			2
Reinvestment of dividends		338			3,118			3			30			44			409
Shares redeemed		(1,149	)		(10,615	)		(95	)		(882	)		(498	)		(4,593	)
Net increase (decrease) in shares outstanding		2,131		$	19,665			167		$	1,527			(164	)	$	(1,515	)

61

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2014 (Unaudited)

	A Class						C Class						AMR Class
High Yield Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		75		$	692			78		$	719			10,040		$	92,791
Redemption Fees		—			—			—			1			—			32
Reinvestment of dividends		5			46			7			68			758			7,002
Shares redeemed		(50	)		(463	)		(134	)		(1,237	)		(5,914	)		(54,137	)
Net increase (decrease) in shares outstanding		30		$	275			(49	)	$	(449	)		4,884		$	45,688

	Y Class						Investor Class						A Class
Retirement Income and Appreciation Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		43		$	476			1,930		$	21,371			590		$	6,551
Reinvestment of dividends		4			47			361			3,992			4			45
Shares redeemed		(198	)		(2,196	)		(5,373	)		(59,482	)		(630	)		(7,038	)
Net (decrease) in shares outstanding		(151	)	$	(1,673	)		(3,082	)	$	(34,119	)		(36	)	$	(442	)

	C Class
Retirement Income and Appreciation Fund	Shares			Amount
Shares sold		20		$	223
Reinvestment of dividends		3			27
Shares redeemed		(29	)		(320	)
Net (decrease) in shares outstanding		(6	)	$	(70	)

	Institutional Class						Y Class						Investor Class
Intermediate Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		11,814		$	128,547			440		$	4,951			100		$	1,109
Reinvestment of dividends		1,274			13,948			—			3			13			140
Shares redeemed		(15,949	)		(172,224	)		(433	)		(4,809	)		(929	)		(10,282	)
Net increase (decrease) in shares outstanding		(2,861	)	$	(29,729	)		7		$	145			(816	)	$	(9,033	)

	A Class						C Class
Intermediate Bond Fund	Shares			Amount			Shares			Amount
Shares sold		4		$	40			4		$	39
Reinvestment of dividends		1			9			2			19
Shares redeemed		(31	)		(336	)		(59	)		(639	)
Net (decrease) in shares outstanding		(26	)	$	(281	)		(53	)	$	(581	)

	Institutional Class						Y Class						Investor Class
Short-Term Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		10,396		$	90,945			302		$	2,652			264		$	2,313
Reinvestment of dividends		257			2,247			1			7			12			106
Shares redeemed		(18,129	)		(158,900	)		(199	)		(1,746	)		(1,030	)		(9,019	)
Net increase (decrease) in shares outstanding		(7,476	)	$	(65,708	)		104		$	913			(754	)	$	(6,600	)

	A Class						C Class
Short-Term Bond Fund	Shares			Amount			Shares			Amount
Shares sold		133		$	1,161			88		$	770
Reinvestment of dividends		1			8			—			1
Shares redeemed		(209	)		(1,827	)		(32	)		(281	)
Net increase (decrease) in shares outstanding		(75	)	$	(658	)		56		$	490

62

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63

American Beacon High Yield Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended April 30,			Year Ended October 31,
	2014			2013			2012			2011A			2010			2009
	(unaudited)
Net asset value, beginning of period	$	9.31		$	9.10		$	8.68		$	9.05		$	8.42		$	6.77
Income from investment operations:
Net investment income		0.26			0.58			0.67			0.71			0.75			0.79
Net gains (losses) from investments (both realized and unrealized)		0.17			0.21			0.42			(0.37	)		0.63			1.66
Total income from investment operations		0.43			0.79			1.09			0.34			1.38			2.45
Less distributions:
Dividends from net investment income		(0.30	)		(0.58	)		(0.67	)		(0.71	)		(0.75	)		(0.80	)
Distributions from net realized gains		(0.03	)		—			—			—			—			—
Total distributions		(0.33	)		(0.58	)		(0.67	)		(0.71	)		(0.75	)		(0.80	)
Redemption fees added to beneficial interests		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B
Net asset value, end of period	$	9.41		$	9.31		$	9.10		$	8.68		$	9.05		$	8.42
Total return C		4.71	%D		8.94	%		13.12	%		3.79	%		17.17	%		39.06	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	74,586		$	62,836		$	42,026		$	41,093		$	41,459		$	47,254
Ratios to average net assets:
Expenses, before reimbursements		0.88	%E		0.91	%		0.93	%		0.88	%		0.79	%		0.79	%
Expenses, net of reimbursements		0.86	%E		0.89	%		0.93	%		0.88	%		0.79	%		0.79	%
Net investment income (loss), before reimbursements		5.92	%E		6.25	%		7.61	%		7.90	%		8.69	%		11.46	%
Net investment income, net of reimbursements		5.94	%E		6.26	%		7.62	%		7.90	%		8.69	%		11.46	%
Portfolio turnover rate		40	%D		82	%		100	%		149	%		176	%		212	%

^A  PENN Capital Management Company, Inc. was added as an investment manager to the High Yield Bond Fund on September 15, 2011.

^B  Amounts represent less than $0.01 per share.

^C  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D  Not annualized.

^E  Annualized.

^F  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

64

American Beacon High Yield Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class															Investor Class
Six Months Ended April 30,			Year Ended October 31,									March 1 to Oct. 31,			Six Months Ended April 30,			Year Ended October 31,
2014			2013			2012			2011A			2010			2014			2013			2012			2011A			2010			2009
(unaudited)															(unaudited)
$	9.32		$	9.12		$	8.69		$	9.06		$	8.63		$	9.31		$	9.10		$	8.68		$	9.06		$	8.42		$	6.77
	0.25			0.58			0.64			0.68			0.50			0.25			0.56			0.65			0.69			0.73			0.78
	0.17			0.20			0.43			(0.37	)		0.43			0.18			0.21			0.42			(0.38	)		0.64			1.65
	0.42			0.78			1.07			0.31			0.93			0.43			0.77			1.07			0.31			1.37			2.43
	(0.29	)		(0.58	)		(0.64	)		(0.68	)		(0.50	)		(0.29	)		(0.56	)		(0.65	)		(0.69	)		(0.73	)		(0.78	)
	(0.03	)		—			—			—			—			(0.03	)		—			—			—			—			—
	(0.32	)		(0.58	)		(0.64	)		(0.68	)		(0.50	)		(0.32	)		(0.56	)		(0.65	)		(0.69	)		(0.73	)		(0.78	)
	0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B
$	9.42		$	9.32		$	9.12		$	8.69		$	9.06		$	9.42		$	9.31		$	9.10		$	8.68		$	9.06		$	8.42
	4.65	%D		8.74	%		12.74	%		3.36	%		11.17	%D		4.68	%D		8.73	%		12.86	%		3.41	%		17.00	%		38.70	%
$	1,916		$	2,005		$	437		$	11		$	1		$	7,968		$	7,609		$	8,930		$	7,560		$	54,142		$	90,736
	0.94	%E		1.02	%		1.13	%		27.02	%		0.82	%E		1.11	%E		1.13	%		1.16	%		1.09	%		1.04	%		1.01	%
	0.94	%E		0.98	%		1.01	%		1.61	%		0.82	%E		1.09	%E		1.09	%		1.16	%		1.09	%		1.04	%		1.01	%
	5.85	%E		6.06	%		7.08	%		(18.29	)%		8.53	%E		5.70	%E		6.08	%		7.37	%		7.75	%		8.48	%		9.36	%
	5.85	%E		6.10	%		7.20	%		7.11	%		8.53	%E		5.72	%E		6.12	%		7.37	%		7.75	%		8.48	%		9.36	%
	40	%D		82	%		100	%		149	%		176	%F		40	%D		82	%		100	%		149	%		176	%		212	%

65

American Beacon High Yield Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	A Class															C Class
	Six Months Ended April 30,			Year Ended October 31,									May 17 to Oct. 31,			Six Months Ended April 30,			Year Ended October 31,									Sept. 1 to Oct. 31,
	2014			2013			2012			2011A			2010			2014			2013			2012			2011A			2010
	(unaudited)															(unaudited)
Net asset value, beginning of period	$	9.32		$	9.11		$	8.69		$	9.08		$	8.67		$	9.30		$	9.09		$	8.67		$	9.05		$	8.68
Income from investment operations:
Net investment income		0.25			0.56			0.66			0.69			0.32			0.22			0.49			0.59			0.63			0.09
Net gains (losses) from investments (both realized and unrealized)		0.18			0.21			0.42			(0.39	)		0.41			0.16			0.21			0.42			(0.39	)		0.37
Total income from investment operations		0.43			0.77			1.08			0.30			0.73			0.38			0.70			1.01			0.24			0.46
Less distributions:
Dividends from net investment income		(0.29	)		(0.56	)		(0.66	)		(0.69	)		(0.32	)		(0.24	)		(0.49	)		(0.59	)		(0.62	)		(0.09	)
Distributions from net realized gains		(0.03	)		—			—			—			—			(0.03	)		—			—			—			—
Total distributions		(0.32	)		(0.56	)		(0.66	)		(0.69	)		(0.32	)		(0.27	)		(0.49	)		(0.59	)		(0.62	)		(0.09	)
Redemption fees added to beneficial interests		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B
Net asset value, end of period	$	9.43		$	9.32		$	9.11		$	8.69		$	9.08		$	9.41		$	9.30		$	9.09		$	8.67		$	9.05
Total return C		4.66	%D		8.72	%		12.88	%		3.31	%		8.66	%D		4.19	%D		7.90	%		12.06	%		2.67	%		5.31	%D
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	1,680		$	972		$	678		$	117		$	40		$	1,909		$	1,858		$	2,262		$	403		$	37
Ratios to average net assets:
Expenses, before reimbursements		1.35	%E		1.38	%		1.46	%		3.93	%		1.30	%E		2.10	%E		2.12	%		2.16	%		3.15	%		2.29	%E
Expenses, net of reimbursements		1.12	%E		1.12	%		1.11	%		1.11	%		1.12	%E		1.87	%E		1.87	%		1.86	%		1.85	%		1.87	%E
Net investment income (loss), before reimbursements		5.44	%E		5.78	%		6.97	%		4.74	%		6.93	%E		4.71	%E		5.11	%		6.29	%		5.53	%		4.97	%E
Net investment income, net of reimbursements		5.67	%E		6.04	%		7.32	%		7.56	%		7.11	%E		4.93	%E		5.36	%		6.60	%		6.82	%		5.40	%E
Portfolio turnover rate		40	%D		82	%		100	%		149	%		176	%F		40	%D		82	%		100	%		149	%		176	%F

^A  PENN Capital Management Company, Inc. was added as an investment manager to the High Yield Bond Fund on September 15, 2011.

^B  Amounts represent less than $0.01 per share.

^C  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D  Not annualized.

^E  Annualized.

^F  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

66

American Beacon High Yield Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	AMR Class
	Six Months Ended April 30,			Year Ended October 31,
	2014			2013			2012			2011A			2010			2009
	(unaudited)
Net asset value, beginning of period	$	9.31		$	9.10		$	8.68		$	9.06		$	8.42		$	6.77
Income from investment operations:
Net investment income		0.26			0.61			0.70			0.74			0.78			0.81
Net gains (losses) from investments (both realized and unrealized)		0.19			0.21			0.42			(0.38	)		0.63			1.65
Total income from investment operations		0.45			0.82			1.12			0.36			1.41			2.46
Less distributions:
Dividends from net investment income		(0.32	)		(0.61	)		(0.70	)		(0.74	)		(0.77	)		(0.81	)
Distributions from net realized gains		(0.03	)		—			—			—			—			—
Total distributions		(0.35	)		(0.61	)		(0.70	)		(0.74	)		(0.77	)		(0.81	)
Redemption fees added to beneficial interests		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B
Net asset value, end of period	$	9.41		$	9.31		$	9.10		$	8.68		$	9.06		$	8.42
Total return C		4.89	%D		9.25	%		13.46	%		3.96	%		17.59	%		39.41	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	123,479		$	133,510		$	86,030		$	73,298		$	89,992		$	92,659
Ratios to average net assets:
Expenses, before reimbursements		0.58	%E		0.61	%		0.62	%		0.60	%		0.54	%		0.53	%
Expenses, net of reimbursements		0.58	%E		0.61	%		0.62	%		0.60	%		0.54	%		0.53	%
Net investment income (loss), before reimbursements		6.25	%E		6.55	%		7.91	%		8.18	%		8.91	%		10.34	%
Net investment income, net of reimbursements		6.25	%E		6.55	%		7.91	%		8.18	%		8.91	%		10.34	%
Portfolio turnover rate		40	%D		82	%		100	%		149	%		176	%		212	%

^A  PENN Capital Management Company, Inc. was added as an investment manager to the High Yield Bond Fund on September 15, 2011.

^B  Amounts represent less than $0.01 per share.

^C  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D  Not annualized.

^E  Annualized.

67

American Beacon Retirement Income and Appreciation Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Y Class
	Six Months Ended April 30,			Year Ended October 31,									March 1 to Oct. 31,
	2014			2013			2012			2011			2010
	(unaudited)
Net asset value, beginning of period	$	11.19		$	11.14		$	10.83		$	10.80		$	10.31
Income from investment operations:
Net investment income (loss)		0.05			0.06			0.28			0.26			0.20
Net gains from investments (both realized and unrealized)		0 26			0.32			0.37			0.05			0.49
Total income from investment operations		0.31			0.38			0.65			0.31			0.69
Less distributions:
Dividends from net investment income		(0.22	)		(0.26	)		(0.28	)		(0.28	)		(0.20	)
Distributions from net realized gains		(0.37	)		(0.07	)		(0.06	)		—			—
Return of capital		—			—			—			—			—
Total distributions		(0.59	)		(0.33	)		(0.34	)		(0.28	)		(0.20	)
Net asset value, end of period	$	10.91		$	11.19		$	11.14		$	10.83		$	10.80
Total return B		2.88	%C		3.43	%		6.10	%		2.96	%		6.78	%C
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	775		$	608		$	2,287		$	539		$	367
Ratios to average net assets:
Expenses, before reimbursements		0.87	%D		0.83	%		0.87	%		0.80	%		0.80	%D
Expenses, net of reimbursements		0.80	%D		0.80	%		0.81	%		0.84	%		0.80	%D
Net investment income, before reimbursements		1.70	%D		1.95	%		2.20	%		1.45	%		2.74	%D
Net investment income, net of reimbursements		1.77	%D		1.99	%		2.26	%		2.41	%		2.74	%D
Portfolio turnover rate		21	%C		53	%		42	%		54	%		51	%E

^A  The tax return of capital is calculated based upon outstanding shares at the time of this distribution. Amounts are less than $0.01 per share.

^B  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C  Not annualized.

^D  Annualized.

^E  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

68

American Beacon Retirement Income and Appreciation Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Investor Class																		A Class
Six Months Ended April 30,			Year Ended October 31,															Six Months Ended April 30,			Year Ended October 31,									May 17 to Oct. 31,
2014			2013			2012			2011			2010			2009			2014			2013			2012			2011			2010
(unaudited)																		(unaudited)
$	11.19		$	11.14		$	10.84		$	10.81		$	10.25		$	8.80		$	11.23		$	11.17		$	10.85		$	10.81		$	10.37
	(0.25	)		0.10			0.24			0.27			0.36			0.32			(0.11	)		0.12			0.22			0.23			0.13
	0.55			0.25			0.37			0.02			0.51			1.53			0.40			0.23			0.39			0.05			0.44
	0.30			0.35			0.61			0.29			0.87			1.85			0 29			0.35			0.61			0.28			0.57
	(0.20	)		(0.23	)		(0.25	)		(0.26	)		(0.31	)		(0.40	)		(0.19	)		(0.22	)		(0.23	)		(0.24	)		(0.13	)
	(0.37	)		(0.07	)		(0.06	)		—			—			—			(0.37	)		(0.07	)		(0.06	)		—			—
	—			—			—			—			—			—	A		—			—			—			—			—
	(0.57	)		(0.30	)		(0.31	)		(0.26	)		(0.31	)		(0.40	)		(0.56	)		(0.29	)		(0.29	)		(0.24	)		(0.13	)
$	10.92		$	11.19		$	11.14		$	10.84		$	10.81		$	10.25		$	10.96		$	11.23		$	11.17		$	10.85		$	10.81
	2.76	%C		3.14	%		5.75	%		2.71	%		8.60	%		21.50	%		2.70	%C		3.18	%		5.78	%		2.61	%		5.52	%C
$	88,184		$	130,013		$	163,713		$	147,415		$	126,022		$	93,737		$	527		$	851		$	1,253		$	770		$	166
	1.13	%D		1.11	%		1.12	%		1.10	%		1.08	%		1.01	%		1.28	%D		1.23	%		1.28	%		2.00	%		1.20	%D
	1.13	%D		1.11	%		1.12	%		1.10	%		1.08	%		1.01	%		1.14	%D		1.14	%		1.14	%		1.15	%		1.14	%D
	1.39	%D		1.61	%		1.98	%		2.15	%		2.79	%		3.86	%		1.23	%D		1.48	%		1.82	%		1.21	%		2.03	%D
	1.39	%D		1.60	%		1.98	%		2.15	%		2.79	%		3.86	%		1.37	%D		1.57	%		1.95	%		2.06	%		2.10	%D
	21	%C		53	%		42	%		54	%		51	%		53	%		21	%C		53	%		42	%		54	%		51	%E

69

American Beacon Retirement Income Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	C Class
	Six Months Ended April 30,			Year Ended October 31,									Sept. 1 to Oct. 31,
	2014			2013			2012			2011			2010
	(unaudited)
Net asset value, beginning of period	$	11.24		$	11.17		$	10.85		$	10.82		$	10.61
Income from investment operations:
Net investment income (loss)		(0.07	)		0.08			0.13			0.15			0.03
Net gains from investments (both realized and unrealized)		0.32			0.18			0.39			0.04			0.20
Total income from investment operations		0.25			0.26			0.52			19.00			0.23
Less distributions:
Dividends from net investment income		(0.14	)		(0.12	)		(0.14	)		(0.16	)		(0.02	)
Distributions from net realized gains		(0.37	)		(0.07	)		(0.06	)		—			—
Return of capital		—			—			—			—			—
Total distributions		(0.51	)		(0.19	)		(0.20	)		(0.16	)		(0.02	)
Net asset value, end of period	$	10.98		$	11.24		$	11.17		$	10.85		$	10.82
Total return B		2.31	%C		2.28	%		4.87	%		1.75	%		2.19	%C
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	1,923		$	1,918		$	1,977		$	1,587		$	1,035
Ratios to average net assets:
Expenses, before reimbursements		2.02	%D		1.99	%		2.04	%		1.99	%		2.33	%D
Expenses, net of reimbursements		1.96	%D		1.96	%		1.97	%		1.94	%		1.96	%D
Net investment income, before reimbursements		0.53	%D		0.71	%		1.06	%		1.25	%		1.40	%D
Net investment income, net of reimbursements		0.59	%D		0.75	%		1.13	%		1.30	%		1.77	%D
Portfolio turnover rate		21	%C		53	%		42	%		54	%		51	%E

^A  The tax return of capital is calculated based upon outstanding shares at the time of this distribution. Amounts are less than $0.01 per share.

^B  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C  Not annualized.

^D  Annualized.

^E  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

70

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71

American Beacon Intermediate Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class																		Y Class
	Six Months Ended April 30,			Year Ended October 31,															Six Months Ended April 30,			Year Ended October 31,
	2014			2013			2012			2011			2010			2009			2014			2013			2012
	(unaudited)																		(unaudited)
Net asset value, beginning of period	$	10.73		$	11.26		$	10.99		$	11.10		$	10.69		$	9.61		$	10.77		$	11.31		$	11.03
Income from investment operations:
Net investment income (loss)		0.09			0.24			0.27			0.33			0.39			0.46			(0.13	)		(0.04	)		0.26
Net gains (losses) from investments (both realized and unrealized)		0.07			(0.36	)		0.34			0.10			0.40			1.07			0.27			(0.12	)		0.32
Total income (loss) from investment operations		0.16			(0.12	)		0.61			0.43			0.79			1.53			0.14			(0.16	)		0.58
Less distributions:
Dividends from net investment income		(0.19	)		(0.28	)		(0.29	)		(0.35	)		(0.38	)		(0.45	)		(0.17	)		(0.25	)		(0.25	)
Distributions from net realized gains		(0.01	)		(0.13	)		(0.05	)		(0.19	)		—			—			(0.01	)		(0.13	)		(0.05	)
Total distributions		(0.20	)		(0.41	)		(0.34	)		(0.54	)		(0.38	)		(0.45	)		(0.18	)		(0.38	)		(0.30	)
Net asset value, end of period	$	10.69		$	10.73		$	11.26		$	10.99		$	11.10		$	10.69		$	10.73		$	10.77		$	11.31
Total return A		1.56	%B		(1.04	)%		5.59	%		4.11	%		7.56	%		16.17	%		1.33	%B		(1.42	)%		5.34	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	401,385		$	339,416		$	388,491		$	275,234		$	290,734		$	210,983		$	119		$	183		$	113
Ratios to average net assets:
Expenses, before reimbursements		0.33	%C		0.33	%		0.33	%		0.35	%		0.33	%		0.32	%		0.74	%C		0.67	%		0.99	%
Expenses, net of reimbursements		0.33	%C		0.33	%		0.33	%		0.35	%		0.33	%		0.32	%		0.65	%C		0.65	%		0.64	%
Net investment income, before reimbursements		2.34	%C		2.30	%		2.25	%		3.12	%		3.39	%		4.31	%		1.93	%C		1.91	%		1.65	%
Net investment income (loss), net of reimbursements		2.34	%C		2.30	%		2.25	%		3.12	%		3.39	%		4.32	%		2.02	%C		1.93	%		2.00	%
Portfolio turnover rate		13	%B		50	%		144	%		75	%		96	%		157	%		13	%B		50	%		144	%

^A  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^B  Not annualized.

^C  Annualized.

^D  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

^E  Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.

72

American Beacon Intermediate Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class						Investor Class																		A Class
Year Ended Oct. 31,			March 1 to Oct. 31,			Six Months Ended April 30,			Year Ended October 31,												March 2 to Oct. 31,			Six Months Ended April 30,			Year Ended October 31,									May 17 to Oct. 31,
2011			2010			2014			2013			2012			2011			2010			2009			2014			2013			2012			2011			2010
						(unaudited)																		(unaudited)
$	11.10		$	10.69		$	10.71		$	11.25		$	10.97		$	11.08		$	10.68		$	10.14		$	10.71		$	11.24		$	10.96		$	11.07		$	10.74
	0.27			0.23			0.04			(0.04	)		0.22			0.29			0.33			0.27			0.03			0.14			0.18			0.28			0.13
	0.17			0.41			0.10			(0.14	)		0.35			0.10			0.41			0.54			0.10			(0.33	)		0.36			0.09			0.33
	0.44			0.64			0.14			(0.18	)		0.57			0.39			0.74			0.81			0.13			(0.19	)		0.54			0.37			0.46
	(0.32	)		(0.23	)		(0.16	)		(0.23	)		(0.24	)		(0.31	)		(0.34	)		(0.27	)		(0.15	)		(0.21	)		(0.21	)		(0.29	)		(0.13	)
	(0.19	)		—			(0.01	)		(0.13	)		(0.05	)		(0.19	)		—			—			(0.01	)		(0.13	)		(0.05	)		(0.19	)		—
	(0.51	)		(0.23	)		(0.17	)		(0.36	)		(0.29	)		(0.50	)		(0.34	)		(0.27	)		(0.16	)		(0.34	)		(0.26	)		(0.48	)		(0.13	)
$	11.03		$	11.10		$	10.68		$	10.71		$	11.25		$	10.97		$	11.08		$	10.68		$	10.68		$	10.71		$	11.24		$	10.96		$	11.07
	4.19	%		6.03	%B		1.36	%B		(1.58	)%		5.20	%		3.65	%		7.01	%		8.05	%B		1.24	%B		(1.69	)%		4.99	%		3.45	%		4.31	%B
$	60		$	382		$	1,699		$	1,749		$	11,011		$	3,729		$	3,829		$	2,213		$	402		$	420		$	734		$	584		$	46
	0.73	%		0.67	%C		0.92	%C		0.87	%		0.84	%		0.86	%		0.83	%		1.22	%C		1.12	%C		1.11	%		1.12	%		1.13	%		1.05	%C
	0.65	%		0.64	%C		0.79	%C		0.79	%		0.79	%		0.79	%		0.76	%		0.81	%C		0.99	%C		0.99	%		0.99	%		0.99	%		0.95	%C
	2.74	%		2.58	%C		1.75	%C		1.74	%		1.80	%		2.59	%		2.88	%		3.33	%C		1.55	%C		1.52	%		1.48	%		2.31	%		2.15	%C
	2.82	%		2.60	%C		1.88	%C		1.82	%		1.86	%		2.66	%		2.95	%		3.74	%C		1.68	%C		1.64	%		1.61	%		2.46	%		2.25	%C
	75	%		96	%D		13	%B		50	%		144	%		75	%		96	%		157	%E		13	%B		50	%		144	%		75	%		96	%D

73

American Beacon Intermediate Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	C Class
	Six Months Ended April 30,			Year Ended October 31,									Sept. 1 to Oct. 31, 2010
	2014			2013			2012			2011
	(unaudited)
Net asset value, beginning of period	$	10.71		$	11.25		$	10.97		$	11.08		$	11.05
Income from investment operations:
Net investment income (loss)		(0.19	)		0.07			0.13			0.19			0.03
Net gains (losses) from investments (both realized and unrealized)		0.28			(0.35	)		0.33			0.10			0.03
Total income (loss) from investment operations		0.09			(0.28	)		0.46			0.29			0.06
Less distributions:
Dividends from net investment income		(0.10	)		(0.13	)		(0.13	)		(0.21	)		(0.03	)
Distributions from net realized gains		(0.01	)		(0.13	)		(0.05	)		(0.19	)		—
Total distributions		(0.11	)		(0.26	)		(0.18	)		(0.40	)		(0.03	)
Net asset value, end of period	$	10.69		$	10.71		$	11.25		$	10.97		$	11.08
Total return A		0.85	%B		(2.51	)%		4.21	%		2.70	%		0.56	%B
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	267		$	734		$	1,372		$	286		$	325
Ratios to average net assets:
Expenses, before reimbursements		1.89	%C		1.94	%		1.87	%		1.86	%		2.09	%C
Expenses, net of reimbursements		1.74	%C		1.74	%		1.73	%		1.72	%		1.74	%C
Net investment income, before reimbursements		0.82	%C		0.69	%		0.75	%		1.61	%		0.88	%C
Net investment income (loss), net of reimbursements		0.97	%C		0.89	%		0.89	%		1.75	%		1.23	%C
Portfolio turnover rate		13	%B		50	%		144	%		75	%		96	%D

^A  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^B  Not annualized.

^C  Annualized.

^D  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

74

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75

American Beacon Short-Term Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended April 30, 2014			Year Ended October 31,
				2013			2012			2011			2010			2009
	(unaudited)
Net asset value, beginning of period	$	8.70		$	8 .78		$	8.71		$	8.89		$	8.83		$	8.58
Income from investment operations:
Net investment income (loss)		(0.03	)		(0.09	)		0.28			0.26			0.23			0.22	A
Net gains (losses) from investments (both realized and unrealized)		0.09			0.13			(0.05	)		(0.25	)		0.10			0.33
Total income (loss) from investment operations		0.06			0.04			0.23			0.01			0.33			0.55
Less distributions:
Dividends from net investment income		(0.05	)		(0.12	)		(0.16	)		(0.19	)		(0.27	)		(0.30	)
Distributions from net realized gains		—			—			—			—			—			—
Total distributions		(0.05	)		(0.12	)		(0.16	)		(0.19	)		(0.27	)		(0.30	)
Net asset value, end of period	$	8.71		$	8.70		$	8.78		$	8.71		$	8.89		$	8.83
Total return B		0.69	%C		0.47	%		2.72	%		0.17	%		3.78	%		6.56	%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	135,800		$	150,509		$	217,545		$	156,937		$	131,314		$	124,791
Ratios to average net assets:
Expenses, before reimbursements		0.38	%D		0.38	%		0.37	%		0.37	%		0.35	%		0.33	%
Expenses, net of reimbursements		0.38	%D		0.38	%		0.37	%		0.37	%		0.35	%		0.33	%
Net investment income (loss), before reimbursements		0.72	%D		0.90	%		1.50	%		1.73	%		2.27	%		2.61	%
Net investment income (loss), net of reimbursements		0.72	%D		0.90	%		1.50	%		1.73	%		2.27	%		2.62	%
Portfolio turnover rate		24	%C		105	%		18	%		65	%		60	%		140	%

^A  For purposes of this calculation, the change in undistributed net investment income per share was derived by dividing the change in undistributed net investment income by average shares outstanding for the period.

^B  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C  Not annualized.

^D  Annualized.

^E  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

76

American Beacon Short-Term Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class															Investor Class
Six Months Ended April 30,			Year Ended October 31,									March 1 to Oct. 31,			Six Months Ended April 30,			Year Ended October 31,
2014			2013			2012			2011			2010			2014			2013			2012			2011			2010			2009
(unaudited)															(unaudited)
$	8.72		$	8.77		$	8.73		$	8.90		$	8.84		$	8.70		$	8.79		$	8.72		$	8.89		$	8.84		$	8.59
	0.01			0.13			0.10			0.15			0.15			(0.15	)		(0.58	)		(0.19	)		0.14			0.08			0.20	A
	0.03			(0.08	)		0.11			(0.15	)		0.08			0.19			0.58			0.39			(0.15	)		0.21			0.34
	0.04			0.05			0.21			—			0.23			0.04			0.00			0.20			(0.01	)		0.29			0.54
	(0.04	)		(0.10	)		(0.17	)		(0.17	)		(0.17	)		(0.03	)		(0.09	)		(0.13	)		(0.16	)		(0.24	)		(0.29	)
	—			—			—			—			—			—			—			—			—			—			—
	(0.04	)		(0.10	)		(0.17	)		(0.17	)		(0.17	)		(0.03	)		(0.09	)		(0.13	)		(0.16	)		(0.24	)		(0.29	)
$	8.72		$	8.72		$	8.77		$	8.73		$	8.90		$	8.71		$	8.70		$	8.79		$	8.72		$	8.89		$	8.84
	0.45	%C		0.56	%		2.77	%		0.04	%		2.55	%C		0.50	%C		0.03	%		2.28	%		(0.12	)%		3.33	%		6.34	%
$	976		$	1,173		$	272		$	344		$	51		$	6,684		$	7,497		$	14,203		$	24,557		$	23,175		$	30,402
	0.74	%D		0.72	%		0.72	%		1.43	%		0.65	%D		0.92	%D		0.90	%		0.89	%		0.90	%		0.86	%		0.85	%
	0.64	%D		0.64	%		0.64	%		0.60	%		0.64	%D		0.79	%D		0.79	%		0.79	%		0.78	%		0.67	%		0.54	%
	0.37	%D		0.58	%		1.16	%		0.57	%		1.45	%D		0.19	%D		0.39	%		0.99	%		1.18	%		1.75	%		1.89	%
	0.47	%D		0.66	%		1.24	%		1.40	%		1.47	%D		0.32	%D		0.50	%		1.09	%		1.30	%		1.94	%		2.20	%
	24	%C		105	%		18	%		65	%		60	%E		24	%C		105	%		18	%		65	%		60	%		140	%

77

American Beacon Short-Term Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	A Class															C Class
	Six Months Ended April 30,			Year Ended October 31,									May 17 to October			Six Months Ended April 30,			Year Ended October 31,									September 01 to October
	2014			2013			2012			2011			31, 2010			2014			2013			2012			2011			31, 2010
	(unaudited)															(unaudited)
Net asset value, beginning of period	$	8.70		$	8.78		$	8 .71		$	8 .89		$	8.84		$	8.70		$	8.79		$	8.72		$	8.90		$	8.88
Income from investment operations:
Net investment income (loss)		(0.12	)		0.02			0.08			0.15			0.09			(0.03	)		0.03			0.02			0.12			(0.04	)
Net gains (losses) from investments (both realized and unrealized)		0.16			(0.02	)		0.11			(0.18	)		0.07			0.04			(0.10	)		0.11			(0.21	)		0.08
Total income (loss) from investment operations		0.04			0.00			0.19			(0.03	)		0.16			0.01			(0.07	)		0.13			(0.09	)		0.04
Less distributions:
Dividends from net investment income		(0.03	)		(0.08	)		(0.12	)		(0.15	)		(0.11	)		0.00			(0.02	)		(0.06	)		(0.09	)		(0.02	)
Distributions from net realized gains		—			—			—			—			—			—			—			—			—			—
Total distributions		(0.03	)		(0.08	)		(0.12	)		(0.15	)		(0.11	)		0.00			(0.02	)		(0.06	)		(0.09	)		(0.02	)
Net asset value, end of period	$	8.71		$	8.70		$	8.78		$	8.71		$	8.89		$	8.71		$	8.70		$	8.79		$	8 .72		$	8.90
Total return B		0.48	%C		0.00	%		2.22	%		(0.33	)%		1.78	%C		0.00	%C		(0.85	)%		1.46	%		(1.00	)%		0.48	%C
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	1,096		$	2,271		$	2,951		$	3,428		$	44		$	781		$	863		$	377		$	371		$	1
Ratios to average net assets:
Expenses, before reimbursements		1.15	%D		1.13	%		1.12	%		1.38	%		1.02	%D		1.89	%D		1.89	%		1.90	%		2.47	%		2.28	%D
Expenses, net of reimbursements		0.85	%D		0.85	%		0.85	%		0.84	%		0.81	%D		1.54	%D		1.60	%		1.59	%		1.55	%		1.60	%D
Net investment income (loss), before reimbursements		(0.02	)%D		0.15	%		0.75	%		0.49	%		0.49	%D		(0.78	)%D		(0.65	)%		(0.03	)%		(0.43	)%		(3.57	)%D
Net investment income (loss), net of reimbursements		0.28	%D		0.43	%		1.03	%		1.03	%		0.69	%D		(0.43	)%D		(0.36	)%		0.28	%		0.49	%		(2.88	)%D
Portfolio turnover rate		24	%C		105	%		18	%		65	%		60	%E		24	%C		105	%		18	%		65	%		60	%E

^A  For purposes of this calculation, the change in undistributed net investment income per share was derived by dividing the change in undistributed net investment income by average shares outstanding for the period.

^B Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C  Not annualized.

^D  Annualized.

^E  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

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Delivery of Documents

eDelivery is NOW AVAILABLE- Stop traditional mail delivery and receive your

shareholder reports and summary prospectus on-line. Sign up at

www.americanbeaconfunds.com

If you invest in the Fund through a financial institution, you may be able to receive the Fund’s regulatory mailings, such as the Prospectus, Annual Report and Semi-Annual Report, by e-mail. If you are interested in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.

To obtain more information about the Fund:

By E-mail: american_beacon.funds@ambeacon.com	On the Internet: Visit our website at www.americanbeaconfunds.com
By Telephone: Institutional, Y and Investor Classes Call (800) 658-5811 AMR ClassSM Call (800) 345-2345	By Mail: American Beacon Funds P.O. Box 219643 Kansas City, MO 64121-9643
Availability of Quarterly Portfolio Schedules In addition to the Schedule of Investments provided in each semi-annual and annual report, the Fund files a complete schedule of its portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-Q as of the first and third fiscal quarters. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling (202) 551-8090. A complete schedule of the Fund’s portfolio holdings is also available on www.americanbeaconfunds.com approximately twenty days after the end of each month.	Availability of Proxy Voting Policy and Records A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available in the Fund’s Statement of Additional Information, is available free of charge on www.americanbeaconfunds.com and by calling 1-800-967-9009 or by accessing the SEC’s website at www.sec.gov. The Fund’s proxy voting record for the most recent year ended June 30 is filed annually with the SEC on Form N-PX. The Fund’s Forms N-PX are available on the SEC’s website at www.sec.gov. The Fund’s proxy voting record may also be obtained by calling 1-800-967-9009.

Fund Service Providers:

CUSTODIAN State Street Bank and Trust Boston, Massachusetts TRANSFER AGENT Boston Financial Data Services Kansas City, Missouri INDEPENDENT REGISTERED
PUBLIC ACCOUNTING
FIRM Ernst & Young LLP Dallas, Texas DISTRIBUTOR Foreside Fund Services Portland, Maine

This report is prepared for shareholders of the American Beacon Funds and may be distributed to others only if preceded or accompanied by a current Prospectus or Summary Prospectus.

American Beacon Funds, American Beacon High Yield Bond Fund, American Beacon Retirement Income and Appreciation Fund, American Beacon Intermediate Bond Fund and American Beacon Short-Term Bond Fund are service marks of American Beacon Advisors, Inc.

SAR 04/14

ITEM 2. CODE OF ETHICS.

The Trust did not amend the code of ethics that applies to its principal executive and financial officers (the “Code”) nor did it grant any waivers to the provisions of the Code during the period covered by the shareholder reports presented in Item 1.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The Trust’s Board of Trustees has determined that Ms. Brenda Cline, a member of the Trust’s Audit and Compliance Committee, is an “audit committee expert” as defined in Form N-CSR. Ms. Cline is “independent” as defined in Form N-CSR.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not Applicable.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS.

The schedules of investments for each series of the Trust are included in the shareholder reports presented in Item 1.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Trust has made no material changes to the procedures by which shareholders may recommend nominees to the Trust’s Board of Trustees since the Trust last disclosed such procedures in Schedule 14A.

ITEM 11. CONTROLS AND PROCEDURES.

(a) Based upon an evaluation within 90 days of the filing date of this report, the principal executive and financial officers concluded that the disclosure controls and procedures of the Trust are effective.

(b) There were no changes in the Trust’s internal control over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

ITEM 12. EXHIBITS.

(a)(1) Not applicable.

(a)(2) A separate certification for each principal executive officer and principal financial officer of the Trust as required by Rule 30a-2(a) under the Investment Company Act of 1940 is attached hereto as EX-99.CERT.

(a)(3) Not applicable.

(b) The certifications required by Rule 30a-2(b) under the Investment Company Act of 1940 are attached hereto as EX-99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): American Beacon Funds

By	/s/ Gene L. Needles, Jr.
	Gene L. Needles, Jr.
	President
	American Beacon Funds Date: July 9, 2014

By	/s/ Melinda G. Heika
	Melinda G. Heika
	Treasurer
	American Beacon Funds Date: July 9, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/ Gene L. Needles, Jr.
	Gene L. Needles, Jr.
	President
	American Beacon Funds Date: July 9, 2014

By	/s/ Melinda G. Heika
	Melinda G. Heika
	Treasurer
	American Beacon Funds Date: July 9, 2014